The most common form of business organization, and one which is chartered by a state and given many legal rights as an entity separate from its owners. The corporation is seen as a person. This form of business is characterized by the limited liability of its owners, the issuance of shares of easily transferable stock, and existence as a going concern. The process of becoming a corporation, call incorporation, gives the company separate legal standing from its owners and protects those owners from being personally liable in the event that the company is sued This condition is known as limited liability. Incorporation also provides companies with a more flexible way to manage their ownership structure. In addition, there are different tax implications for corporations, although these can be both advantageous and disadvantageous.
There may be many advantages to using a corporation to carry on business depending on your circumstances. Some of the main advantages of using a corporation to conduct business include the following:
- Limited Liability: The owners, or shareholders, of a corporation are not liable for the debts and obligations of a corporation. This means that, as normal rule, creditors of a corporation can not hold the shareholders responsible for the debts of the corporation. If the corporation can not pay its creditors, then the creditors have no right to claim payment from the shareholders. There are exceptions to this general rule either by statute or because of some act done by the shareholders to make them personally liable. If you concerns about these exceptions, you should seek legal advise.
- Ownership Easily Transferable: Ownership of a corporation is transferred easily by transferring the shares. It can be as simple as endorsing the back of the share certificate in favour of the new owner of the shares. The change of ownership is then recorded in the records of the corporation. However, if the corporation is actively carrying on business, the new owners will require various representations and warranties both from the seller of the shares and from the corporation. The seller will also wish to exclude liability in certain areas and limit the representations and warranties given. Also, certain technical requirements of the governing legislation must be met.
- Perpetual Existence: Since a corporation is a separate legal entity from the shareholders, the corporation can have perpetual existence. It continues as a corporation in law even if the ownership of the corporation itself changes. This provides for continuity for the business of the corporation.
- Tax Advantages: Under Canadian income tax laws, there can be a tax advantage to operating a business through a corporation as opposed to a sole proprietorship, a partnership or some other form. If a corporation qualifies as a small business and has active income, then it can take advantage of the small business deduction and pay income taxes at a substantially reduced rate. There can be a substantial tax saving compared to doing business outside of a corporation.
- Raising Capital: For a number of reasons, it can be easier to raise capital for a corporation than it is for a partnership or sole proprietor. Lenders are more willing to lend capital to a corporation. There are more sources of capital for a corporation.
As explained before, a corporation is seen as a person. But the first critical question is: Should corporations be entitled to the same legal rights as individuals? My answer would be yes, if they could bear responsibility in the same way as individuals. And that not just in terms of money. But corporations cannot go to jail and they simply cannot take the same responsibilty as human beings. It is an artificial construct, a roboter. They cannot feel and know from the bottom of their heart what is wrong and what is right, neither what is fair. So they can never feel any guilt. So how can you give them all the same legal rights as to a real human person? That is insane somehow. Maybe it is like giving a monkey a gun. It might go right and it might go wrong- you never know, it is contingency.
So where should be drawn the line? I honestly do not know where. Because in my point of view. A corporation could not breath and work without the humans behind it making the decisions. Therefore the directors, officers and partly the employees and shareholders should take the rights and the responsibility. The directors and officers could share the risk, rights and responsibilty all equal. In that way, competition between them might lead them in the right direction. And then they should are held accountable as every other person in the whole wide world too. Through their own minds, and of course law and judges.
References:
http://www.investorwords.com/1140/corporation.html#ixzz1395HkK3k
http://www.e-law.bc.ca/art_corpstructure.html
http://www.cinemapolitica.org/files/cinemapolitica/imagecache/poster/files/cinemapolitica/films/The%20Corporation.jpg
http://www.horschamp.qc.ca/images/photos/Corporation.jpg