BUSI 561, Legal Issues in Business
Starting & Naming a Business
Betty Wilson’s venture of opening a Christian Coffee House in Belmont, NC, presents her with abundant opportunities in selecting a business form. She is considering the following types of entities: 1) franchise, 2) sole proprietorship, 3) partnership of some sort, 4) corporation of some sort, 5) LLC, or 6) even as a joint venture. We will briefly explore each business option and give Betty concise recommendations as to what business form to pursue as well as what business partners to engage. Franchise
A franchise is a legal agreement between franchisers and franchisees that consents use of the franchise’s trademark and trade name or marketing plan to sell products or services (Kubasek, Brennan, & Browne, 2012, p. 791). Through a franchising arrangement franchisee can profit from implementing another’s efficacious business model. One of the most attractive advantages is the high probability of success of 90 % as compared to 20 % for small businesses (Staring and Naming a Business Presentation, 2012, Slide 9). Other advantages include established franchise reputation, operational support and training, product research and development, and better access to financing. On the downside, business plan rigidity can deprive the quality of customer service and hinder a creative business owner. Thus, both the Clayton Act regulates business competition and price discrimination (15 USC §§ 12-27; 36 Am J1st Monop etc §§ 141, 142) and the Sherman Act is a federal antitrust act (15 USC §§ 1 et seq; 36 Am J1st Monop etc. § 141) protect the public and small business owners from monopolization and market power.
Sole proprietors own an unincorporated business on their own and this type of business constitutes the most predominant form of business enterprise in the United States (Kubasek, et al., 2012, p. 758). Advantages of a sole proprietor include complete decision-making power, flexibility, easiest and inexpensive to start, enjoyment of all profits, no corporate tax payments, and reporting losses and income on personal tax returns. A sole proprietorship is treated as one entity with the owner. The most significant disadvantage is total personal responsibility for all debts and liabilities, which constitutes the element of risk that drives away investors to more solid business ventures (Kubasek, et al. 2012, p. 758-759). Partnership
General. Similar to sole proprietorship, this type of entity is uncomplicated and less costly to create. This is an association of two or more individuals who contribute labor, money, property, and skills and consequently share in the profits of the business. A general partner exists only if the profits are shared and do not only receive a wage or salary (Kubasek, et al., 2012, p. 759). Some of the most enticing features are sharing in the decision-making control, authority different aspects of the business (i.e., management, capital, etc.), and simplified taxing. As with a sole proprietorship, a disadvantage is that each partner has unlimited personal liability for all debts, contracts, and torts. And similarly to any conglomerate of people, differences in views, standards, performance, and expectations can undoubtedly clash and encumber profitable business management. Limited. Limited partnerships consist of both general and limited partners (Staring and Naming a Business Presentation, 2012, Slide 4). The main difference of limited partnership to general partnership is that limited partners are not liable in sharing the debts outside the funds they contribute to the partnership. A limited partner is vastly disengaged in management decisions and operations and function solely as contributors of capital. One of the main advantages of this business structure is that they enjoy direct contact to the flow of income. In North Carolina, limited partnerships are strictly controlled by the Uniform...
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