Corporations Overview and Key Concepts

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Questions and Answers

What is a primary characteristic of a corporation?

  • It has a separate legal personality from its owners. (correct)
  • It is owned and operated by members for mutual benefit.
  • It can dissolve with a change in ownership.
  • It requires only 10 adults for formation.

Which statement accurately describes shareholder liability in a corporation?

  • Shareholders can lose personal assets for corporate liabilities.
  • Shareholders are liable for corporate debts equal to their voting power.
  • Shareholder liability is limited to the amount of contributed capital. (correct)
  • Shareholder liability is unlimited.

What is one disadvantage of a cooperative?

  • Cooperatives can dissolve with changes in membership.
  • Members have unlimited liability for debts.
  • Members can easily transfer their ownership.
  • Financial strength largely depends on member capital contributions. (correct)

Which of the following is a common advantage of forming a corporation?

<p>Unlimited commercial life. (B)</p> Signup and view all the answers

What is the minimum number of people required to establish a corporation?

<p>Five natural persons. (D)</p> Signup and view all the answers

What is a distinct feature of cooperatives compared to corporations?

<p>Cooperatives are owned and operated for mutual benefit of their members. (B)</p> Signup and view all the answers

Which of the following is NOT a disadvantage commonly associated with cooperatives?

<p>Surplus must be shared equally among members. (B)</p> Signup and view all the answers

What liability do cooperative members have?

<p>Liability limited to their contributions. (B)</p> Signup and view all the answers

Flashcards

What is a Corporation?

A business organization with its own legal personality, separate from its owners. It's established by at least 5 individuals ('incorporators') and operates under the Corporation Code, registered with the SEC. Shareholders (owners) are responsible up to their investment, but have limited influence in operations. A board of directors elected by shareholders manages the company.

Limited Liability in Corporations

Shareholders in a corporation are only responsible for their investment, meaning their personal assets are protected from the company's debts. This protection isn't absolute and exceptions can occur, such as 'piercing the corporate veil' (when legal boundaries are blurred).

Unlimited Commercial Life

Corporations are legally allowed to exist indefinitely, even if ownership changes hands. This allows the business to continue operating without interruption, attracting long-term investors.

What is a Cooperative?

A group of individuals voluntarily joining together to achieve a common social or economic goal. They own and operate the business for their mutual benefit, sharing risks and rewards. They can be incorporated or unincorporated, and their ownership is often more democratic than corporations.

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Limited Liability in Cooperatives

In cooperatives, members have limited liability, meaning they are only responsible for the amount they've invested. Their personal assets are protected, like shareholders in corporations.

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Government Support for Cooperatives

One key advantage of cooperatives is the possibility of government subsidies. This support boosts financial stability and allows cooperatives to grow sustainably. The government helps cooperatives thrive.

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Financial Dependence in Cooperatives

A significant disadvantage of cooperatives is the dependence on member capital contributions. If members don't contribute enough, the cooperative might struggle financially. The financial strength of the cooperative is reliant on its members' contributions.

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Challenges in Cooperative Management

A common challenge for cooperatives is the management of the business. While members choose the management team, they may lack the necessary skills and experience for effective leadership. This can affect the efficiency and profitability of the cooperative.

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Study Notes

Corporations

  • A business entity with separate legal personality from its owners
  • Created under the Corporation Code and registered with the Securities and Exchange Commission (SEC)
  • Composed of at least five natural persons (incorporators)
  • Owners (stockholders) have limited liability
  • Liability is restricted to the amount of capital contributed
  • Stockholders are not personally liable for corporate debts (except in specific cases like piercing the corporate veil)
  • Directors manage corporate activities, elected by stockholders
  • Officers can be held liable in some labor cases (e.g., illegal dismissal)
  • Difficult to form, organize, and supervise

Advantages of Corporations

  • Unlimited commercial life – unaffected by ownership changes
  • Easier capital raising through stock sales
  • Easier ownership transfer

Disadvantages of Corporations

  • Regulatory restrictions (can be costly)
  • High organizational and operational costs
  • Double taxation (income tax on corporate profits and individual income from dividends)

Cooperatives

  • Business organization owned by individuals
  • Operated for mutual benefit
  • Members contribute capital and share risks/benefits
  • Members are called members
  • Achieve lawful social or economic goals
  • Governed by cooperative principles
  • Can be incorporated or unincorporated

Advantages of Cooperatives

  • Simple formation (requires only 10 adults)
  • Open membership (regardless of religion, sex, color)
  • Limited member liability, tied to capital contributions
  • Members receive goods/services at reasonable prices
  • Managed by democratically elected members
  • Continued operation unaffected by member death, insolvency, or incapacity
  • Surplus used for member welfare
  • Government subsidies to enhance financial stability and growth

Disadvantages of Cooperatives

  • Financial stability dependent on member contributions
  • Management often lacks experienced managers
  • Open meetings, lack of secrecy
  • Products sold only in cash to outsiders
  • Restrictions on operation flexibility from state regulations
  • Potential for disputes to hinder management effectiveness

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