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Section One M common forms of business structure Section TwoSole pcommonest, simplesthow start itadvantagedisaSection ThreePartnershipNo differenceOwned by 2 personsTax advantageLiability?Who in charge?Silent partnerSection Fourcorporationimportant conceptartificial personownersadvantage:pay taxesstructureboard directorsCEO 3 Sole p?PartnershipCorporationLimited liability a new way popular one owner bossmany employeesa person make toothpaste basementwith moment of decisionno separate taxat personal income ratelowerlegally reliable for all debts if suedsame with sole psole agent: A signs a contract, B the same no binds for his own action, for othersshare responsibilityonly invest, not make decisioncomplex, expensive pay a feelimited liabilitydistinct legal entitiesopen an account get sued like a personshare profitsstockholders lose money not personaldouble taxation disadvantage3 elements: 1. owners control 2. meeting vote issues 3.biggest shareholders meetMost no vote: give votes to topElected by shareholders, make decisionsChairman top officerConditions in Taiga?Very cold: summer short, winter longOrganisms adapt coldTrees: 1. like pine: never lose leaves, evergreen, not need grow new leaves 2. like cones snow not accumulate, slide off, branched not break 3. dark green color absorb suns heatListen to part of a lecture in a biology class.Professor: So what are the conditions like in the taiga? Well, to start with, youve gotta understand that is cold there. I mean very cold. Summers are short, winters long. So the organisms that call the taiga, as I already said, are coniferous trees like the pine, fir, and spruce. And these trees, theyve adapted to cold weather. How? Well, for one thing, they never lose leaves - they are evergreen, so in the spring, they dont have to waste time; dont have to waste energy, growing new leaves. They are ready to start photosynthesizing right away. And then, for another thing, these trees are conical shaped like cones arent they? This means that the snow doesnt accumulate too much on the branches; it just slides off, and so, well, that means their branches dont break under the weight of the snow. And even their color that dark, dark green its useful because it absorbs the suns heat.Listen to a lecture on business organizations. The lecture will be given in short sections. Take notes on each section, answer the questions Yes or No to find out if you are taking notes on the important points in the lecture.Section One:Professor: Today were going to talk about the most common forms of business structures, of, uh, business organizations. When I used to give this lecture, oh, just a few years ago, really, I would have said the, uh, the three most common forms of businesses: the sole proprietorship, the partnership, and the cooperation,. Now, though you, uh you really need to add limited liability company to that list. Its its a new way to structure a business that becomes more and more popular. Section Two:So first, lets, um, discuss the sole proprietorship, the sole proprietorship did you know its the most common form of business organization? Also the simplest. As the term sole proprietorship implies, theres one owner, and he or she is the boss. You maybe wondering, how does someone start up a sole proprietorship? Well, the economist Paul Samuelson, in his textbook, he gives an example of a person who wakes up one morning and says, “I think I will start making tooth paste in my basement.” Samuelson says a sole proprietorship begins with that moment of decision. One advantage of this form of organization is that there is no separate tax on the sole proprietorship, and thats a huge advantage. A sole proprietorship is taxed at personal income rates and those those are generally lower than the, uh, the corporate tax rate. Now the main disadvantage of a sole proprietorship is that the owner is legally liable for all the companys debts. If, say, a company gets sued, or, uh, cant pay back a loan, then the owner is liable. The people suing the company can come after the owners personal assets, like his or her house or car.Section 3:Now another type of business organization is the partnership. Basically, theres not much difference between a sole proprietorship and a partnership except that a partnership is owned by more than one person. The tax advantage of operating as a partnership is the same as youd get as a sole proprietorship.How about liability? Each partner has the right to act as the sole agent for the partnership. How does this work? Say, one partner signs a contract to buy, oh, 500 widgets from company A. He tells his partner what a great deal he got on the widgets, and she says “oh, no! I just signed a contract to buy 500 widgets from company B!” Are these contracts legally binding? You bet, because both partners can act as sole agents. So in a partnership, one partner is liable not only for his own actions, but also for the actions of all the other partners.Whos in charge in a partnership? In most partnerships, partners share responsibilities for day-to-day operations. In some partnerships, there are silent partners, partners who invest money in the company but have nothing to do with management decisions.Section4：Ok, the, that brings us to the corporation. This is the most complex form of business organization, also the most expensive to set up. You need to fill out legal documents called articles of incorporation and pay a fee, and it can be well, pretty expensive. Still, almost large businesses are organized as corporations.The most important thing about a corporation is the concept of limited liability. Corporations are this is an important concept distinct legal entities. They are even called “artificial persons”. “Whats that mean? Well, a corporation can open a bank account, own property, get sued, all under its own name, just like a person, an individual. The owners they are called stockholders share in the companys profits, but their liability is limited to what they invest. See the advantage? If a corporation goes broke, then sure, stockholders lose their investment, the money they invested in the companys stock but not their personal property, not their cars or houses.Now unlike sole proprietorships and partnerships, corporations have to pay taxes, taxes on their profits. Not only that, but stockholders, they have to pay taxes on dividends, on the money that corporations pay them. This is uh, its really double taxation, and its one of the disadvantages of organizing your business as a corporation.Lets, uh, talk about the structure of corporations. There are three important elements. The owners that is, the shareholders, have ultimate control. There are regular meetings of shareholders, usually once a year and they vote on important issues. But, in reality, you usually get only the biggest shareholders at these meetings. Most shareholders dont bother to attend, and often give their votes, uh, assign their votes to the top corporate officers. This is called voting by proxy. Okay, now, corporations also have a board of directors. This board oh, I should mention this, the board is elected by the shareholders its responsible for making major decisions. The board appoints the chief executive officer and by the corporate bureaucracy. By the way, the CEO is often the chairman of the board as well as being the top executive officer.Section 5Now, remember I said that today there are four important forms of business organization. An increasingly popular form of organization for smaller businesses is the limited liability company. An LLC, as its called, its a a hybrid organization, it combines some of the best features of a partnership and those of a corporation. It eliminates that double taxation I mentioned. But, uh, Im afraid Ill have to talk about the LLC because were out of time today.Listen to a conversation between two students.A. Im glad we could get together for coffee today, Cindy. You know it just seem like forever since Ive seen you.B: I know. It seems I just never see anyone from our freshman dorm days. Ever since, I basically ever since I started student-teaching, Ive been just swamped, I never knew how much work you know, it always seemed to me that teachers had it pretty easy short work days, summers off, but I never realized how much work you have to take home. Sometimes Im grading papers until sometimes until after midnight.A: Wow, no wonder we never see you anymore.B: Yeah, and since Im not taking any classes, any regular classes, on campus this term, I hardly ever get up here. I seem to be spending my whole life at West Platte Middle school thats where Im students teaching.A: So how come youve free today?B: Oh, this week is spring break for the middle school, for the the whole school district. So I came to campus to my academic advisor.A: Oh, I didnt realize that our spring break isnt until next week. So how it going? With the teaching, I mean? Except for the long hours. DO you . are you enjoying it?B: Wee, let me tell you, at first, I thought it was going to be a disaster! You know, I, I always saw myself teaching in high school, but there were no student-teaching positions open in any of the high schools in the district. I mean zero, except for one for a German teacher! So thats thats how I ended up at West Platte. And that wasnt the only problem. You know I majored in education but I took lot of classes in physics and chemistry., so I figured theyd put me in a science classroom. Bu noooo! The only available classes for me to teach were a couple of math classes.A: Wow, so you really didnt get anything you wanted, did you?B: As a matter of fact, no! But you know, it actually turned out okay. For one thing, I had a good background in math, and so, really, teaching math was no problem although Id still rather teach science. But it turns out, I like teaching in a middle school, I like it much more than I thought I would. I like working with kids that age. SO . guess what, Ive decided to look for a job at a middle school instead of at a high school after I graduate.A: So what do you need to talk with your advisor about?B: Oh, I need to talk to her about next fall, to set up my class schedule for them.A: Really? I thought you were all done. I thought youd finished all the required classes and you were going to graduate when you finished student teac