What do we learn?
a.     Actions
founders can take to establish a strong ethical culture.
Ø  Establishing
a Strong Ethical Culture for a Firm
·        
establish a strong ethical culture for
their firms
·        
Strong
ethical cultures don’t emerge by themselves but it takes entreprenurs who make
ethics a priority and organizational policies and procedures that encourage
ethical behaviour to make it happen
Ø  Establish
a code of conduct
·        
A formal statement of an organization’s
values on certain ethical and social issues. 
·        
The advantage of having a code of
conduct is that it provides specific guidance to entrepreneurs.
Ø  Implement
an ethics training program
·        
employees deal with ethical dilemmas and
improve their overall ethical conduct. 
·        
An ethical dilemmma is a situation that
involves doing something that is beneficial to oneself or the organization, but
maybe unethical. 
·       
ethical cultures are built through both
strong ethical leadership and administrative tools that reinforce and govern
ethical behaviour in organization
b.    Describe
effective actions taken to deal with legal issues.
Ø   Choosing an Attorney
for a Firm
·        
Important
for an entrepreneur to select an attorney as early as possible when developing
a business venture.
·        
Selecting an attorney was instrumental in helping tempered
mind.
Ø  Drafting
a Founders’ Agreement
·        
An important issues addressed by most
founders’ agreements is what happens to the equity of founder if the founder
dies or decides to leave the firm. Most founders’ agreements include a buyback
clause, which legally obligates departing founders to sell to the remaining
founders their interest in the firm if the remaining founders are interested.
Ø  Avoiding
legal disputes
·        
Are
the result of misunderstandings, sloppiness, or a simple lack of knowledge of
the law. 
·        
several steps entrepreneur can take to
avoid legal disputes and complications;
§  Meet all contractual obligations: includes paying vendors, contractors, and employees
as agreed and delivering goods or services as promised.
§  Avoid undercapitalizations: should raise the money it needs to effectively conduct
business.
§  Get everything in writing: much easier to resolve if the rights and obligations
of the parties involved are in writing.
§ 
Set
standards: set the
standards that govern employees behaviours beyond what can be expressed via
code of conduct.
c.      Overview
of the business licenses and permits that start-up must obtain.
Ø  Federal
Licenses and Permits
·        
Most
business do not require a federal license to operate.
Ø  State
Licenses and Permits
·        
Business
Registration Requirements:
register
the business. Second, place the business on the radar screen of the tax
authorities, and last, make sure the business is aware of and complies with
certain regulation.
·        
Sales
tax permits: must get
a permit from the state.
·        
Profesional
and Occupational licenses and permits: there are laws that require people in certain professions
to pass a state examination and maintain a professional license to conduct
business.
Ø  Local
Licenses and Permits
·        
Building
permit: typically required if you are constructing or
modifying your place business.
·        
Health
permit: normally required if you are involving in
preparing or selling food.
·        
Signage
permit: may be required to erect sign.
·        
Street
vendor permit:  may be required for anyone wanting to sell
food or merchandize in city street.
·        
Sidewalk
cafe permit: maybe requiired if tables and chairs
are placed in a city right of way.
·        
Alarm
permit: required when you install a burglar or fire alarm.
·        
Fire
permit :may be required if a business sells or stores
highly flammable material or hadnles hazardous substances.
d.    Identify
the different forms of organization available to new firms.
Ø  The
major differences among sole propietorships, partnerships, corporations, and
limited liability companies are the most common legal entities from which
entrepreneurs make a choice. 
Ø  Choosing
a legal entity is not a one-time event. As a business grows and matures, it is
necessary to periodically review wether the current form of business
organization remains appropriate. 
Ø  4 legal entities:
1.      Propiertorship
·        
Form
of business organization involving one person, and the person and the business
are essentially the same.
·        
Advantage of a sole propiertorship :
§  Creating
one is easy and inexpensive
§  The
owner maintains complete control of the business and retains all the profits.
§  Business
losses can be deducted against the sole propiertors’ other sources of income
§  It
is not subject to double taxation
§  The
business is easy to dissolve
·        
Disadvantages of a sole propiertorship :
§  Liability
on the owner’s part is unlimited
§  The
business relies on the skills and abilities of a single owner to be succesfull.
§  Raising
capital can be difficult
§  The
business ends at the owner’s death or loss interest in the business
§  The
liquidity of the owner’s investment is low.
2.      General
Partnerships
·        
A
form
of business organization where two or more people pool  their skills, abilities, and resources to run
a business.
·        
Advantage of general partnerships:
§  Creating
one is relatively easy and inexpensive to a corporation or limited liability
companies.
§  The
skills and abilities of more than one individual are available to the firm.
§  Having
more than one individual are available to the firm
§  Having
more than one owner may take it easier to raise funds
§  Business
losses can be deducted against the partners’ other sources of income.
§  It
is not subject to double taxation
·        
Disadvantages :
§  Liability
on the part of each general partner is unlimited.
§  The
business relies on the skills and abilities of fixed number of partners.
§  Raising
capital can be difficult.
§  Because
the decision making among partners is hsared, disagreements can occur.
§  The
liquidity of each partner’s investment is low.
3.      Corporations 
·        
A
seperate
legal entity organized under the authority of a state. Corporations are
organized as either C corporations or subschpter S corporations.
·        
C
corporations
is a seperate legal entity that, in the eyes of the law, is seperate from its
owners. 
·        
Advantage of corporations:
§  Owners
are liable only for debts and obligation od the corporation up to the amount of
their investment.
§  The
mechanics of raising capital is easier.
§  No
restriction exist on the number of shareholders, which differs from subschapter
S corporations.
§  Stock
is liquid if traded on a major stock exchange.
§  The
ability to share stock with employees throug stock option or other incentive
plans can be a powerful form employee motivation.
·        
Disadvantage of corporations :
§  Setting
up and maintaining one is more difficult than for a sole propietorship or
partnership.
§  Business
losses cannot be deducted against the shareholders other sources of income.
§  Income
is subject to double taxation, meaning that is taxed at the corporate and the
shareholder levels.
§  Small
shareholder typically have little voice in the management.
·        
Subschapter S corporation: combine the
advantage of a partnership and a C corporation. T
·        
he subschapter S corporation does not
pay taxes: instead, the profit or losses of the business are passed through to
the individual tax returns of the owners.
4.      Limited
Liability Company 
·        
A
form
of business organization that is rapidly gaining popularity in the United
States.
·        
Advantages of limited liability company:
§  Members
are liable for the debts and obligations of the business only up to the amount
of their investment.
§  The
number of shareholders is unlimited.
§  An
LLC can elect to be taxed as a sole propietor, partnership, S corporation or
corporation, providing much flexibility.
§  Because
profits are taxed only at shareholder level, there is no double taxation.
·        
Disadvatage of limited
liability company:
§  Setting
up and maintaing one is more difficlut and expensive.
§  Tax
accounting can be complicated.
§  Some
of the regulations governing LLCs vary by state.
§  Because
LLCs are relatively new type of business entity, there is not as legal
precedent available.

 
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