Monday, January 5, 2009

Corporations

Any business that wants to sell shares of stock to a number of different people does so by turning itself into a Corporation. The process of turning a business into a corporation is called incorporating.

If you start a restaurant by taking your own money to buy the building and the equipment, then what you have done is formed a sole proprietorship. You own the entire restaurant yourself -- you get to make all of the decisions and you keep all of the profit. If three people pool their money together and start a restaurant as a team, what they have done is formed a partnership. The three people own the restaurant themselves, sharing the profit and decision-making.

A corporation is different, and it is a pretty interesting concept. A corporation is a "virtual person." That is, a corporation is registered with the government, it has a Social Security number (known as a federal tax ID number), it can own property, it can go to court to sue people, it can be sued and it can make contracts. By definition, a corporation has stock that can be bought and sold, and all of the owners of the corporation hold shares of stock in the corporation to represent their ownership. One incredibly interesting characteristic of this "virtual person" is that it has an indefinite and potentially infinite life span.

There is a whole body of law that controls corporations -- these laws are in place to protect the shareholders and the public. These laws control a number of things about how a corporation operates and is organized. For example, every corporation has a board of directors (if all of the shares of a corporation are owned by one person, then that one person can decide that there will only be one person on the board of directors, but there is still a board). The shareholders in the company meet every year to vote on the people for the board. The board of directors makes the decisions for the company. It hires the officers (the president and other major officers of the company), makes the company's decisions and sets the company's policies. The board of directors can be thought of as the brain of the virtual person.

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