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features that distinguish a corporation from other types of business organizations

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separate legal entity, continuous life and transferability of ownership, no mutual agency, limited liability of stockholders, separation of ownership and management, corporate taxation, government regulation, organization of a corporation, and capital stock

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business entity

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a corporation is a business entity formed under state law.

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charter

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the document that gives the state's permission to form a corporation.

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authorization

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the states "authorizes: or approves the establishment of the corporate entity.

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from a legal perspective

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a corporation is a distinct entity. it is an entity that exists apart from its owners,the stockholders, or shareholders

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ownership interest of a corporation

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divided into a shares of stock.

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how can a person become a stockholder?

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by purchasing the stock of the corporation

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number of stocks to sell

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the corporate charter specifies how much stock the corporation is authorized to issue to the public.

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continuous lives

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they have this because regardless of changes in the ownership of the corporation, the stockholders are the owners. so unless they get together and say they want to close the corporation, then they corporations will end.

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what can a stockholder do with stock

answer

sell,trade,give,bequeath it in a will, dispose it.

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no mutual agency

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not present in a corporations like it is in a partnership. the stockholders of a corporations cannot commit the corporation to a contract unless that stockholder is acting as an officer in the business.

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limited liability

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a stockholder has limited liability for the corporation's debts. unlike proprietors and partners, a stockholder has no personal obligation for corporation liabilities.

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the most stockholders can lose

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is the amount he or she originally paid for the stock.

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combo of limited liability and no mutual agency means?

answer

that persons can invest unlimited amounts in a corporations without fear of losing all their personal wealth because of a business failure. this feature enables a corporation to raise more money that proprietorships and partnerships

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separation of ownership and management

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stockholders own the business. board of directors (elected by the stockholders) appoints corporate officers to manage the business.

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do stockholders have to manage the business?

answer

no they do not. they do not have to disrupt their personal affairs.

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problems of separation of ownership and management

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corporate officers may decide to run the business for their own benefit rather than the benefit of the company. stockholders may find it difficult to lodge an effective protest against management because of the distance in status.

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corporation taxations.

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corps are separate taxable entities. they pat a variety of taxes not born by proprietorship or partnerships.

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taxes could include : ( depending on the state in which the organization incorporated and the state or states in which the corporations operates )

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-annual franchise tax levied by the stated. - federal and state income tax

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franchise tax

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this is paid to keep the corporation charter in force and enables the corporation to continue in business

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federal and state income tax.

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1st corporations pay their own income tax on corporate income. then the stockholders pay personal income tax on the cash dividends that they receive from corporations.

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government regulation

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a disadvantage for cops and can be expensive for business. because stockholders have only limited liability for corporation debts, outsiders doing business with the corporation can look no further than the corporation itself for any claims that may arise against the business. to protect persons who loan money to a corporation or who invest in its stock, states monitor the affairs of corporations.

question

advantages of corp

answer

1. can raise more money than proprietorship or partnership 2. has a continuous life. 3. the transfer of corporate ownership is easy 4. there is no mutual agency among the stockholders 5. stockholders have limited liability.

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disadvantages of a corp

answer

1. ownership and management are separated. 2. double taxation. 3. government regulation is expensive.

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organization of a corporations

answer

creation of a corp begins when its organizers called incorporators obtain a charter from the state. the charter includes the authorization for the corp to issue a certain number of shares of stock which represent the ownership in the corp.

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incorporators

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pay fees, sign the charter, and file the required documents with the state. when the first share of stock is issued, the corp is in existence. the incorporators agree to a set of bylaws which act as the constitution for governing the corporations.

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the ultimate control of the corp

answer

rests with the stockholders who normally receive one vote for each share of stock they own.

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board of directors

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elect officers and a chairperson. also designates the president who, as chief operating officer, manages day-to-day operations. there are also vice presidents.

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authorization of stock

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the state authorizes in the bylaws of a corporations how many shares of a stock class the corporation may issue.

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stock certificates

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a corp. issues this to the stockholders when they buy the stock. it represents the individual ownership of a corp's capital which. a corp may issue a stock certificate for any number of shares.

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capital stock

answer

stock that represents the individual ownership of a corp's capital.

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certificate shows?

answer

company name, stockholders name, number of shares owned by the stockholder.

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outstanding stock

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stock that is held by the stockholders. outstanding stock of a corp represents 100% of its ownership

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a corporation's owners' equity is called

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stockholder's equity

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state law requires

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corporations to report their sources of capital because some of the capital must be maintained by the company.

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two basic sources of corporate equity are?

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1. paid in capital ( contributed capital) represents amounts received from the stockholders. 2. retained earnings a capital earned by profitable operations. this is internally generated capital and results from internal corporate decisions and earnings.

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common stock

answer

the main source of paid in capital. this is externally generated capital and results from transactions with outsiders.

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stockholder's rights. (basic) unless a right is withheld by a contract.

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1. vote. they participate in management by voting on corporate matters. the only way in which a stockholder can help to manage the corporations. each share of common stock carries one vote. 2. dividends - distributions to stockholders of assets. stockholders receive a proportionate part of any dividend. each share of stock receives an equal dividend. 3. liquidations-stockholders receive their proportionate share of any assets remaining after the corporation pays its debts and liquidates. 4. preemption- stockholders can maintain their proportionate ownership in the corporations. if you own 5% of the stocks. and the corp issues 100,000 shares then they must offer you 5% of those shares before selling it to outsiders.

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classes of stock

answer

the stock of a corp may be 1. common or preferred 2. par or no-par.

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common stock

answer

every corp issues this. it represents the basic ownership of the corporations. the real owners of the corporations are the common stockholders. some companies issue class A common stock - carries the right to voted. class B common stock - may be non voting. there must be at least one voting class of stock. there is no limit as to the number or types of classes of stock that a corp may issue. each class of stock has a separate account in the company's ledger.

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preferred stock

answer

gives its owners certain advantages over common stock. preferred stockholders receive dividends before the common stockholders. they also get assets before, if the corp liquidates. corps pay a fixed dividend on preferred stock which is printed on the face of the preferred stock certificate.

question

investors buy which stock?

answer

usually they buy preferred stock to earn those fixed dividends. w/ these advantages preferred stockholders take less investment risk than common stockholders.

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4 basic stockholder rights for preferred stock

answer

right to vote, tho it is usually withheld from preferred stock. dividends, liquidation, preemption.

question

par value

answer

an arbitrary amount assigned by a company to a share of its stock. most companies set par value low to avoid legal difficulties from issuing their stock below par. companies maintain a min. amount of stockholders' equity for the protection of creditors and this min. represents the corp's legal capital . par value is arbitrary and is assigned when the organizers file the corporate charter with the state. the value of par is made by the organizers for the corporation.

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no-par stock

answer

does not have par value. some no-par value has a stated value. an arbitrary amount similar to par-value. the state the company incorporates in will determine whether a stock may be par or stated value stock. par is treated the same as stated value.

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issuing stock

answer

a company can sell its stock directly to its stockholders or use an underwriter

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an underwriter

answer

usually agrees to buy all the stock it cannot sell to its clients

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issue price

answer

the price that the corp receives from issuing stock usually issue price exceeds par value because par value is normally set quite low.

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JE issuing common stock at par

answer

debit cash credit common stock (issued common stock at par)

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issuing common stock at a premium.

answer

the amount above par is called a premium. most corps set par value low and issue common stock for a price above par.

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a premium on the sale of stock

answer

is not a gain,income, or profit for the corp because the company is dealing with its own stock. a premium is another type of paid in capital called paid in capital in excess of par. also called additional paid in capital.

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one fundamental of accounting

answer

a company can have no profit or loss when buying or selling its own stocks.

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JE issue common stock at a premium

answer

debit cash credit common stock credit paid in capital in excess of par-common

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balance of common stock

answer

common stock balance = number of shares issued x par value per share

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paid in capital in excess of par is

answer

the total amount received from issuing the common stock minus its par value

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total paid in capital

answer

= common stock + paid in capital in excess of par.

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issuing no par stock

answer

when a company issues no par stock. it debits the asset received and credits the stock account. for no par stock there can be no paid in capital in excess of par because there is no par to be in excess of

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JE issuing no par stock

answer

debit cash credit common stock ((issued no par common stock) regardless of the stock's price cash is debited and common stock is credited for the cash received.

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accounting no par stock with a stated value

answer

accounting for no par stock with a stated value is almost identical to accounting for par value stock. the only diff. is that no par stock with a stated value uses an account titled paid in capital in excess of stated value to record amounts received above the stated value.

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issuing stock for assets other than cash

answer

a corp may issue tock for assets other than cash. it records the assets received at their CURRENT MARKET VALUE and credits the stock account accordingly.

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JE. issuing stock for assets other than cash

answer

debit building credit common stock credit paid in capital in excess of par-commo (issued common stock in exchange for a building)

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issuing preferred stock

answer

accounting for preferred stock follows the pattern illustrated for issuing common stock.

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JE issuing preferred stock

answer

debit cash credit preferred stock (issued preferred stock)

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most preferred stock is issued at

answer

par value. therefore paid in capital in excess of par is rare for preferred stock.

question

order of equity accounts

answer

paid in capital : preferred stock paid in capital in excess of par -preferred stockholders common stock at par value paid-in capital in excess of par-common stockholders retained earnings (After the paid in capital accounts) then total stockholder's equity.

question

what is more permanent-PIC or retained earnings?

answer

paid in capital is more permanent because corporations can use retained earnings for dividends which decreases the size of the company's equity.

question

simliar for PIC and R.E

answer

both represent stockholders' equity of the corporation

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diff for PIC and R.E

answer

paid in capital comes from stockholders. (outside the comp) retained earnings comes from profitable operations (inside the comp)

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closing net loss and profits

answer

net profit debit income summary credit retained earnings net loss debit retained earnings credit income summary

question

net loss is not called net loss it is?

answer

deficit. a loss may cause a debit balance in retained earnings. this condition is called retained earning deficit-is reported as a negative amount in stockholder's equity.

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a profitable corporation may

answer

distribute cash to the stockholders in form of dividends

question

dividends

answer

cause a decrease in both assets and equity(retained earnings) most states prohibit using PIC for dividends. accountants use the term legal capital to refer to the portion of stockholders' equity that cannot be used for dividends. cops declare cash dividends from retained earnings and then pay with cash

question

a corp declares a dividend when?

answer

before paying it.

question

3 dividend dates

answer

1. declaration date - on this day the board of directors announces the intention to pay the dividend. the declaration of a cash dividend creates a liability for the corporation. 2. date of record- those stockholders holding the stock at the tend of business on the date of record will receive the dividend check. 3. payment date- payment of the dividend usually follows the record date by a week or two.

question

the cash dividend rate on preferred stock is

answer

often expressed as a percentage of the preferred stock par value. but sometimes cash dividends on preferred stock are expressed as a flat dollar amount per share. therefore preferred dividends are computed 2 ways depending on how the preferred stock cash dividend rate is expressed.

question

2 ways to compute preferred dividends

answer

1. outstanding shares x par value x preferred dividend rate = preferred dividend 2. outstanding shares x flat dividend rate = preferred dividend.

question

cash dividend on common stock

answer

are computed the 2nd way because those cash dividends are not expressed as a percentage.

question

to account for declaration of a cash dividend

answer

debit retained earnings and credit dividends payable on the date of declaration.

question

to pay the dividend on the payment date

answer

debit dividends payable and credit cash

question

dividends payable

answer

is a current liabilities. when a company has issued both preferred and common stock, the preferred stock holders get their dividend first. the common stockholders receive dividends only if the total dividend is large enough to satisfy the preferred requirement. the common stockholders get the leftovers.

question

dividends on cumulative and noncumulative preferred

answer

preferred stock can be cumulative or noncumulative. most are cumulative.

question

passing the dividend

answer

when a corp fails to pay the preferred dividend . ex - it does not have cash to fund the dividend. the dividends are now in arrears

question

cumulative preferred stock

answer

shareholders must receive all dividends in arrears before the common stockholders get any dividend.

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