Setting Up, Managing, and Operating a Corporation 1
Table of ContentsWhy a Corporation- Slide 4
Sole Proprietorship- Slides 5-7
Partnerships- Slides 8-10
Franchise- Slides 11-13
Corporations Slides 14-22
Shareholders and Stockholders- Slides 23-25
How to Set Up a Corporation – Slides 26-27
Articles of Incorporation – Slides 28-30
Bylaws- Slide 31
Company Handbooks- Slides 32
Groups & Teams- Slides 33-44
Outsourcing & Backsourcing- Slide 45
CEO- Slides 46-54
Agent of Service- Slides 55-57
Board of Directors- Slides 58-60
Secretary- Slides 61-70
Secretaries- Slides 76-77
Accounting & Financing- Slides 78-131
Human Resources- Slides 132-143
Information Technology- Slides 144-159
ERP- Slides 160-171
Operations & Logistics- Slides 172-180
Sales & Marketing- Slides 181-208
Legal Department- Slide 209
Closing- 210
References - 2112
Table of Contents 3
Why a Corporation? Business owners should incorporate for many reasons demonstrated throughout this presentation.
The main reason for incorporation of the production company is limited liability.
No business is worth losing everything you own
Incorporation will lead to a more successful company
Small business owners can incorporate as well as other business owners4
Sole Proprietorship A sole proprietorship is a business that is owned and usually managed by one person
Examples would be: a word processing service out of your home- a website- a restaurant- your own car repair center
Usually fits the needs of the community
72% of businesses in America are sole proprietorships 5
Advantages of a Sole ProprietorshipEase of starting and ending the business
Being your own boss
Pride of ownership
Leaving a legacy
Retention of company profit
No special taxes6
Disadvantages of a Sole ProprietorshipUnlimited Liability- the risk of personal losses
Limited financial resources (in most cases but not all)
Management difficulties
Overwhelming time commitment
Few fringe benefits
Limited growth
Limited life span7
Partnerships A partnership is a legal form of business with two or more owners
Two or more people legally agree to become co owners of a business
Make up 8 % of businesses in America8
Advantages of PartnershipsEasier to own and manage
More financial resources
Share management and pooled/complementary skills and knowledge
Longer survival
No special taxes9
Disadvantages of a PartnershipUnlimited liability
Division of profits
Disagreements among partners
Difficult to terminate 10
Franchises A franchise is an arrangement whereby someone with a good idea for a business sells the rights to use the business name and sell a product of service to others in a given territory
A franchise can be a sole proprietorship, a partnership, or a corporation.
Examples of a franchise: McDonald’s, 7 Eleven, Holiday Inn, etc… 11
Advantages of a FranchiseManagement and marketing assistance
Personal Ownership
Nationally recognized name
Financial advice and assistance
Lower failure rate12
Disadvantages of a FranchiseLarge start up cost
Shared profit
Management regulations
Coattail effects
Restrictions on selling
Fraudulent franchisors13
CorporationsA corporation is a state chartered legal entity with authority to act and have liability separate from its owners
Corporations can fit into more than one category
Two most common types of corporations are S corporations and C corporations14
S Corporation or C CorporationC Corporation – a state chartered legal entity with authority to act and have the liability separate from its owners
S Corporation- a unique government creation that looks like a corporation but is taxed like sole proprietorships and partnerships. 15
Types of Corporations Alien corporation- does business in the United States but is chartered (incorporated) in another country
Domestic corporation- does business in the state in which it’s chartered(incorporated)
Foreign corporation- does business in one state but is chartered in another. About 1/3 of all corporations are chartered in Delaware because of its relatively attractive rules for incorporation. A foreign corporation must register in states where it operates.16
Types of Corporations Closed (private) corporation- the stock is held by a few people and isn’t available to the general public
An open (public) corporation- sells stock to the general public. General Motors and Exxon/Mobile are examples of public corporations
Quasi Public corporation- chartered by the government as an approved monopoly to perform services to the general public. Public utilities are examples of quasi public corporations17
Types of Corporations Professional corporation- one whose owners offer professional services (doctors, lawyers, etc.) Shares in professional corporations aren’t publicly traded.
Nonprofit corporation- one that does not seek personal profit for its owners
Multinational corporation- a firm that operates in several countries18
Advantages of CorporationsLimited liability- hugest advantage
More money for investment
Size
Perpetual life
Ease of ownership change
Ease of drawing talented employees
Separation of ownership from management19
Disadvantages of a CorporationExtensive paperwork
Double taxation
Two tax returns
Size
Difficulty of termination
Possible conflict with stockholders and board of directors
Initial cost 20
Stock CorporationsIssues and sells the stock to individuals to raise money for business start up or growth
Stock can be privately held or publicly held
Privately held stock is usually only offered to a few individuals
Publicly held companies can publicly trade or sell to many or a few individuals.
Can be closely held or widely traded
Stock decisions must be included on the Articles of Incorporation when applying for corporate status.21
Non Stock Corporations A corporation that does not issue shares of stock
Non profit corporations are non stock corporations
A for profit corporation may be a non stock corporation for several reasons: The corporation may be closely held or owned by a few individuals who have no interest in selling sharesThe corporation may be formed for a single short term purposeThe corporation may be set up as a non profit with members instead of shareholders22
 Shareholders/Stockholders Any person, company, or other institution that owns at least one share in a company. Referred to as shareholders or stockholders
Shareholders are the owners of a company. They have the potential to profit if the company does well, but that comes with the potential to lose if the company does poorly(they won’t lose anything more than the investment in stocks- they can’t lose any personal belongings).
Shareholders can not lose anything other than their investment in the company. 23
Stockholders or Shareholders PrivledgesStockholders are granted special privileges depending on the class of stock. These rights may include:
The right to vote on matters such as elections to the board of directors. Usually, stockholders have one vote per share owned, but sometimes this is not the case
The right to propose shareholder resolutions
The right to share in distributions of the company’s income
The right to purchase new shares issued by the company
The right to a company’s assets during a liquidation of the company.24
Shareholders & StockholdersPlay an important role in raising capital for organizations
Deciding between privately held or public stockholders is up to the owner
Companies typically provide all the necessary proofs to shareholders to show that they are investing at a right place25
How to Set up a Corporation  Owners can incorporate in any state but Delaware is the easiest place to incorporate.
Register as a foreign corporation in your actual home state after incorporating in Delaware if that is where you choose to register
Consult an attorney specializing in this area 26
Six Steps to Getting StartedCreate the corporation’s Articles of IncorporationDetermine which type of corporation you want to create.Consider registering your corporation in DelawareFile those Articles with the Secretary of State of the state in which you choose to be headquarteredSubmit a check with the Articles of Incorporation. Processing fees for this service vary by stateRegister as a foreign corporation if you will be doing business in any states not designated as your home state.27
Articles of Incorporation        Articles  of Incorporation are thedocument filed with a U.S. state by a corporation’s founders, describing the purpose, place of business, and other details of a corporation– also called a charter. 28
Articles of Incorporation Usually IncludeThe corporations name
The names of the people who incorporate it
Its purposes
Its duration (usually perpetual)
The number of shares that can be issued, their voting rights, and any other rights  the shareholders have
The corporation’s minimum capital
The address of the corporation29
Articles of Incorporation Usually Include The name and address of the person responsible for the corporation’s legal service (The Agent of Service)
The names and addresses of the first directors
Any other public information the incorporators wish to include30
Bylaws How, when, and where shareholders’ and director’s meetings  are held, and how long directors are to serve
 Director’s authority
Duties and responsibilities of officers, and the length of their service
How stock is issued (private of public)
Other matters, including employment contracts31
Company HandbooksCompany Handbook
Policies, Practices, and Procedures for each employee and each department
Mission Statement
Ethical Guidelines32
Groups & Teams in an Organization Groups: Two or more individuals, interacting and interdependent, who have come together to achieve particular goals
Teams: Individuals generating positive synergy through coordinated efforts. Several individuals whose individual efforts result in a level of performance that is greater than the sum of those individual inputs.33
Groups Groups can be formal or informal
Formal group: Groups defined by the organization’s structure, with designated work assignments establishing tasks.  The behaviors are stipulated by and directed toward organizational goals.
Informal group: Alliances that are neither formally structured nor organizationally determined. 34
Five Stages in Groups FormingStormingNormingPerformingAdjourning35
Advantages of Groups Numerous resources
Smooth processes
High performance
 Successful results
Satisfied employees 36
Teams Work Teams: generate positive synergy through coordinated effort and individual efforts of members result in a level of performance that is greater than the sum of those individual inputs.
Work Teams provide services, negotiate deals, coordinate projects, offer advice and make decisions37
Types of Teams Problem Solving Teams
Self Managed Work Teams
Cross Functional Teams
Virtual Teams38
Problem Solving Teams Groups of 5 to 12 employees from the same department who meet for a few hours a week to discuss ways of improving quality, efficiency, and work environment
Share ideas or offer suggestions on which work processes and methods can be improved
Rarely given authority to unilaterally implement any of their suggested actions39
Self Managed TeamsGroups of 10-15 people who take on responsibilities of their former supervisors.
Tasks include: planning & scheduling of work- assigning tasks to members- collective control over the pace of work- making operating decisions- taking actions on problems- working with suppliers and customers
Select their own members
Members evaluate each other’s performance40
Cross Functional TeamsEmployees from about the same hierarchical level but different work areas coming together to  accomplish a task
Examples would be: a task force- committees composed of members from across departmental lines- the large task force IBM created made up of employees from across departments in the company to develop its highly successful System 360
Allow exchanging of information- developing new ideas- solving problems- and coordinating complex projects41
Cross Functional TeamsNo picnic to manage
Early stages of development are time consuming
Members must learn to work with diverse and complex individuals
Building trust is not easy42
Virtual Teams Teams that use computer technology to tie together physically dispersed members in order to achieve a common goal.
Collaborate online using communication links wide area networks- video conferencing- or emailing whether a room apart or continents apart
Do everything other teams do such as: share information- make decisions- complete tasks- include members from within or outside of the organization43
Virtual Teams Convene for a few days or months to solve problems
Three factors differentiating virtual teams from face to face teams are:The absence of paraverbal and nonverbal cuesLimited social contextAbility to overcome time and space constraints44
Outsourcing and BacksourcingOutsourcing and Backsourcing are becoming the norm in today’s companies.
Outsourcing- the subcontracting a process, such as product design or manufacturing, to a third party company- the transfer of a business function to an external service provider- contracting work to an outside supplier
Backsourcing-  the bringing of services back into the organization after they have been outsourced. 45
Chief Executive Officer (CEO)Responsible for operations of the firm
Highest ranking officer in the organization
Reports to the board of directors
Responsible for everything
Delegates responsibilities
Sets the  overall strategy for the company
Responsible for management46
Chief Executive Officer (CEO)The officer who has ultimate management responsibility for the organization
Appoints other managers to assist in carrying out the responsibilities of the organization
 Held accountable for organizational performance47
Chief Executive Officer (CEO) Sets the tone for the organization
Motivates employees
Carries out strategic plans and policies
Top CEO’s are paid about 10 ½ million a year
Should have education in business-communication and/or law
Has total authority to hire  & fire with      checks and balances or course48
Chief Executive Officer (CEO)’s Two Major Functions Direct and execute all activities of the association either directly or through delegated authorityProvide leadership in these and other areas: the creation of strategic, tactical, and financial plans; developing goals and measuring performance to the approved goals; organizational development; liaison to the public, government, affiliated organizations, and other stakeholders; develop member services and member development; the development of the association’s staff49
CEO’s  Roles and Responsibilities Leader
Advises the Board
Advocates/promotes organization and stakeholder change related to organization mission
Supports motivation of employees in organization products/programs and operations
Visionary/Information Bearer
Ensures staff and Board have sufficient and up-to-date information

Running, Managing, And Operating A Corporation

Editor's Notes

  • #3 This presentation is not as detailed as the owner of a corporation will need it to be but briefly describes the departments and the responsibilities of each department.
  • #12 Although the production company will more than likely be a corporation rather than any other types of businesses I suggest investing in a franchise on the side (purchase a McDonald’s or Sonic or something like that)
  • #13 The hugest advantage in my opinion would be if the franchise is incorporated.
  • #22 I suggest either non stock or privately held stock (issue it to the owners)
  • #23 I strongly suggest either a non stock or private stock corporation and more research on the topic. I will be researching the topic myself.
  • #24 Shareholders and Stockholders are the same thing– when I say shareholder I mean stockholder or shareholder.
  • #28 Registering in Delaware is wise according to research I have conducted then you must also register in the state your doing business as a foreign corporation. I suggest more research on this topic.
  • #30 Articles of Incorporation (when determining the number of shares you must also include if it will be public or private – stock or non stock).
  • #31 The Agent of Service is mandatory in the Articles of Incorporation
  • #33 Company handbooks should be carefully constructed to detail the ethical guidelines, the mission statement, the policies and procedures to be followed- (ex: days missed- holidays- acceptable and unacceptable behavior- any laws which would apply to the organization and employees- insurance plans- etc…)
  • #34 Groups and Teams in an organization should be mentioned in this power point as they are important in the success of an organization.
  • #72 This is a secretary that does not answer to the board and his or her duties will be specified in the job description and upon being hired.
  • #81 It is possible for more employees in the department or maybe not all that are listed above. The CFO and CEO will ultimately decide on which employee will be in that department.
  • #82 Inputs- Processing- Outputs
  • #96 Might I suggest that the transactions be electronic and written. Although a bit more work is involved – it will be a wise move. Risk assessment and risk management include deterring risk but also having backup plans.
  • #99 Although this presentation discusses the accounting software – the recommendations of myself would be the ERP which is discussed later in this presentation. ERP (enterprise resources planning is a company wide computer software system used to manage and coordinate all the resources, information, and functions of a business from shared data stores.
  • #115 These are not what balance and income sheets look like but they have the items which will need to be on them. Attached to the paper and power point are copies of a balance sheet and income statement
  • #143 More or less employees might be necessary in the Human Resources Department. The CHRO will know who is needed and who is not.
  • #148 The owner needs to be aware of each necessary employees for a couple of reasons: 1. know how to make the organization successful 2. the owner will know if some employees are a waste of time and money and which are not.
  • #150 Continued from previous slide
  • #154 Riordan Manufacturing Sample photo
  • #155 Sample photo from Riordan Manufacturing
  • #168 As with everything else– I did not completely cover the topic and more research should be conducted on ERP but it seems like the way to go.
  • #173 Operations Management and Logistics is much more complex than described in the power point but it gives an overview of the operations management and logistics department. Operations and logistics is crucial in any organization.
  • #174 Word production changing to operations
  • #176 Often times the producing of goods such as DVD’s and clothing is outsourced but operations management is responsible for the creating of the ideas and researching and deciding if the product should be outsourced or done through the corporation itself (creating factories to do it).
  • #177 Chapter 9 Business Management Producing World Class Goods and Services in Understanding Business Seventh Edition goes into more detail
  • #184 The marketing and sales department is responsible for creating- redefining- marketing- and selling the product or service. A lot goes into marketing and sales and this power point does not begin to describe the duties of the department. Advertising is a small part of sales and marketing but important as well.
  • #186 Although customer, service and profit are important one must not compromise their values to make a profit or gain customers.
  • #193 Teams and groups in marketing is crucial in a successful business. Teams and groups were discussed earlier in this power point.
  • #199 These are just a few skills and areas which will be necessary