CORPORATIONS

CORPORATIONS

CORPORATIONS

INTRODUCTION TO CORPORATIONS

A corporation is an legal entity created by state law. It has a distinct and separate existence from the individuals who created it, and those who control its operations. Corporations are commonly classified as profit or nonprofit, and public or nonpublic. A profit corporation's survival depends upon its ability to make profits. A not-for-profit corporation relies on donations and grants. Public corporations issue stock that is widely held and traded. Shares of a nonpublic corporation are usually held by a small number of individuals. Regardless of the form or purpose of corporations, all must be created according to either state or federal statutes.

CHARACTERISTICS OF A CORPORATION

A corporation has the ability to enter into contracts, incur liabilities, and buy, sell, or own assets in its corporate name. These provisions can be found in the charter or articles of incorporation. Ownership of a corporation is divided into shares of stock. Stocks can be issued in different classes. All shares of stock in the same class have identical rights and privileges. The buying and selling of shares does not effect the business activities of the corporation. Shareholders' liability is limited to the amount they invested.

CHARACTERISTICS OF A CORPORATION

The corporation is subject to considerable more regulation than other forms of business organization. Corporations are also subject to greater taxes. Earnings are taxed before they are distributed to shareholders, and again when shareholders report them on their individual tax returns. The IRS does under certain conditions allow a corporation to be taxed in a manner similar to a partnership, provided it has a small number of shareholders. All corporations are subject to federal income taxes. The payment of state income taxes depends upon where the corporation was incorporated and in which states it conducts business.

ORGANIZATION OF A CORPORATION ORGANIZATIONAL STRUCTURE OF A CORPORATION

1) Shareholders of a corporation elect the board of directors.

2) The board of directors are responsible for determining corporate policies and electing officers.

3) Officers are responsible for operations and hiring employees. When shareholders are not pleased with the performance of the board of directors, they can elect new directors.

ADVANTAGES/DISADVANTAGES OF CORPORATIONS

The major advantages of corporations as a form of business are:

1- limited liability of shareholders,

2- large capital formation,

3- ease of transfer of ownership,

4- continuity of existence.

The disadvantages of corporations are:

1- double taxation of profits,

2- possible conflicts between management and shareholders,

3- government regulations.

SHAREHOLDERS' EQUITY

The shareholders' equity (that is, owners' equity of a corporation) consists of primarily paid-in capital and retained earnings. Paid-in capital represents the funds paid for shares of stock. When more than one class of stock is issued, separate paid-in capital accounts are maintained. The retained earnings account should normally have a credit balance, and it represents past net income that has been accumulated by the corporation. Dividends are paid out of retained earnings resulting in debit to retained earnings account. If the retained earnings account balance is itself a debit, a deficit has been incurred by the corporation, i.e. losses in excess of profits.

CHARACTERISTICS OF STOCK

The number of shares of stock a corporation may issue is stated in the articles of incorporation. Shares can be issued with or without par. A par value does not reflect the true value of the stock, it is merely an arbitrary monetary figure. The par value of a stock can be found on the stock certificate which also serves as evidence of ownership. Most states require that a stock be assigned a stated value. It is the responsibility of the board of directors to either assign a par or stated value to shares of stock.

CHARACTERISTICS OF STOCKS

Shares of ownership in a corporation are capital stock. Shares owned by shareholders are referred to as stock outstanding. The creditors of a corporation have no legal claim against shareholders. The law requires, however, that a specific minimum contribution of shareholders be held by the corporation as protection for creditors. The percentage is determined by state laws, and is known as legal capital. The percentage of investment held as legal capital tends to be low, similar to the par or stated value of the stock.

CLASSES OF STOCK

All shareholders of a corporation are entitled to basic rights. These rights differ according to classes of stock. Common stock possesses most of the voting powers, while preferred stock has preferential rights to a share in the distribution of earnings, and often has first claim to assets in the event of liquidation. Each common stoch shareholder also has a preemptive right to any new issue. The specific rights of a stock are found in either the charter or the stock certificate. The board of directors decides if earnings should be distributed to shareholders as dividends. Distribution of dividends is not guaranteed, and the decision is usually based upon the needs of a corporation.

TYPES OF PREFERRED STOCK

Preferred shareholders are assured of receiving dividends before any common shareholder. When preferred stock is participating, preferred shareholders can share in excess profits with common shareholders. Nonparticipating preferred stock is limited to a fixed dividend. When a preferred stock is cumulative, the preferred shareholder is entitled to all dividend payments in arrears before any common shareholder can be paid a dividend. A preferred stock that is both cumulative and participating is the most attractive to investors.

ISSUANCE OF STOCK

The entries to record investments of shareholders are similar to most other forms of business. A cash or an asset account is debited, and a capital account is credited. A corporation must keep detailed records of shareholders investments if it plans to pay the correct amount of dividends to the appropriate individuals. It also uses these records to sent shareholders financial reports and proxy forms. When corporations issue stock, it rarely sells at its par value. The price of a stock is influenced by many factors.

PREMIUMS AND DISCOUNTS ON STOCK

When stock is issued at a higher value than par, a premium on stock account is credited. If a stock is issued below par, a discount on stock account is debited. Under certain circumstances, a corporation may decide to return a premium as a dividend at a later date. When a stock is issued at a discount, shareholders may be liable up to the amount of the discount in the event of a liquidation. The discount on capital account is classified as a contra paid-in capital account, and is subtracted from other capital accounts when determining the total shareholders' equity.

STOCK SUBSCRIPTION

When a corporation does not want to sell its own shares, it can sell its stock to an underwriter who resells it at a higher price to earn a profit. The advantages of issuing stock through an underwriter are that it relieves a company from marketing tasks, and the company may even receive funds before shares are sold. Stock can be subscribed at par, below par, or above par.

STOCK SUBSCRIPTION

When a company sells its stock directly to investors, a Stock Subscription Receivable account is debited for each sale. A Stock Subscribed account is credited upon the initial offering of the subscription. When a subscription has been paid in full, Stock Subsdcribed account is debited and the appropriate stock account credited. At the same time the stock certificates are issued to shareholders. To keep track of subscription payments a subscribers ledger shows individual accounts. Paper stock certificates are currently phased out and replaced by computerized entries.

TREASURY STOCK

Treasury stock represents stock that has been issued, subscribed in the past, and later repurchased from shareholders. Motives for repurchasing shares may be to provide employees with stock bonuses, use these stocks for employee savings plans, or to boost the market value of the stock. If treasury stock is reissued or cancelled, it is no longer treasury stock. The accounting method most commonly employed to record the purchase and sale of treasury stock is the cost basis. The purchase or sale price is used to record the entry with no consideration given to par value or original issue price. When the stock is resold a Paid-In Capital from Sale of Treasury Stock account is used to record any premiums or discounts on sales.

EQUITY PER SHARE

Equity per share represents the book value of a share (not its market value). Equity per share is calculated by dividing total shareholders' equity by the number of shares outstanding. In the event more than one type of stock has been issued, the equity must be allocated among the different types. The presence of preferred stock reduces the amount of equity available to common stock shareholders. The equity per share has an insignificant influence on the market price of a stock: earnings per share, dividend payments, and future expectations are far more influential.

ORGANIZATION COSTS

Any expenditure incurred when the corporation is formed, is charged to the Organization Costs account. This account is an intangible asset that has no value in the event the corporation is liquidated. The Internal Revenue Code allows Organization Costs to be amortized, but this must be done within five years. Organization Costs are usually not large, and their amortization has little effect on net income.