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Chapter
                         6                   Corporate Forms




                                             of Business Ownership



                                             6.1 Corporations

                                             6.2 Close and Open Corporations

                                             6.3 Specialized Types of Organizations





                                             RE ALITY CHECK



                                             Corporate Concept

                                                hanh Vu came to this country from Vietnam 10 years ago and earned
                                                a college business degree. After graduation he worked as a manager in
                                             Ta small firm, where he learned a great deal. But after five years, the
                                             job became less challenging. He wondered about opening his own business
                                             with the money he had saved, but that seemed too risky.
                                                Surely there was some way to be an entrepreneur without having to
                                             assume so much responsibility alone or with a partner. The partnership
                                             idea sounded acceptable, but fear of lawsuits from creditors if he didn’t
                                             do well haunted him. Yet his fear of unlimited liability did not stop him
                                             from thinking about starting a business.
                                                On his way home from work one day, Thanh stopped to get his hair
                                             styled. He overheard two other customers talking about changing their
                                             small partnership to a corporation. One said, “We would pay higher
                                             taxes.” The other responded, “But our financial liability would be less
                                             than in our partnership.” Thanh listened intently but said nothing until
                                             after the first person replied, “But we can’t expand our successful busi-
                                             ness unless we can raise more money.”
                                                By now Thanh could no longer restrain himself. “Excuse me for listening,
                                             but I have an idea. I’m a manager and have a degree in business; but more
                                             important, I’m looking for an opportunity to become a business owner.”
                                                The two men looked at each other and nodded. “Let’s hear your idea,”
                                             one said cautiously.
                                                “There’s a special type of corporation that permits you to be a corporation
                                             but allows you to pay taxes as if you were still a partnership,” Thanh replied.
                                             “And if you’re looking for another stockholder who can invest some money
                                             and help expand the business, I’d be very interested in talking with you.”
                                                After the introductions and handshakes, they scheduled a luncheon
                                             meeting for the next day.








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