Accounting theory and practice, Volume 2 (of 3) : a textbook for colleges and…
CHAPTER I
939 words | Chapter 13
THE CORPORATION
The Corporation
In Volume I, Chapters XLVIII and XLIX, the fundamental characteristics
of the corporation were explained and discussed briefly and some of
its peculiar accounting features were set forth. Here these matters
will be gone into more fully and additional aspects of this type of
organization will be treated. In Volume I were explained the advantages
and disadvantages of the corporate form, the procedure incident
to the formation of a corporation, its charter, officers, working
organization and management, the records peculiar to a corporation, the
showing of proprietorship, opening the corporation’s books, booking
premium and discount on stock, change from partnership to corporation,
the distribution of profits, dividends, etc. Only so much of the
information already presented will now be repeated as may be necessary
to make the treatment here complete.
Classification and Definitions
As instruments for the transaction of business, corporations may
be classified in a number of ways. First, all corporations are
either public or private. Public corporations are the governmental
organizations set up to transact the collective business of a city, a
county, a township, or school district.
Private corporations are divided into two subclasses, stock and
non-stock. Under stock corporations are included all those organized
to carry on business for a profit. Under non-stock corporations are
included all those organized to carry on non-profit-making enterprises,
such as libraries, hospitals, religious organizations, eleemosynary
undertakings, etc.
Under the head of stock corporations we may have the following
subclasses: (a) industrial or manufacturing, (b) commercial or trading,
(c) public utility or quasi-public, and (d) financial, i.e., banks,
trust companies, insurance companies, etc.
From the standpoint of the sovereignty to which allegiance is due,
corporations are either domestic or foreign. A corporation is domestic
in the state in which it is organized; foreign in any other state or
country. Thus corporations chartered in New York are domestic in New
York and foreign in New Jersey and Canada. A foreign corporation may
be at a distinct disadvantage with a domestic corporation. To obviate
this, one occasionally sees a separate incorporation in every state in
which a concern intends to do business. Very infrequently is a domestic
corporation subject to more stringent supervision and regulation than a
foreign.
From the standpoint of the fact of incorporation, corporations may be
classed as (1) de jure and (2) de facto, the former comprising those
which have met fully all legal requirements for incorporation, the
latter comprising those which have not met fully all legal requirements
but are to all intents and purposes corporations in fact.
Method of Ownership
Business corporations are sometimes spoken of as “open” or “close.” An
open corporation is one in which ownership of the stock is not held
closely but is being passed about, traded in, or transferred from one
owner to a new. A close corporation is one in which the stock is held
very closely in order to retain control and keep profits and trade
secrets within a small compass of ownership. Thus some corporations are
strictly family affairs; others are held by a few families or a small
group.
What is known as a corporation “sole,” while little known now,
virtually exists in some close corporations, as where one man holds all
but two shares of stock. The incorporation of a single individual is
not legally possible in this country.
The corporation, because of its peculiar advantages over other forms
of business organization, has become the accepted form for most large
enterprises. The gathering together of large capital funds, the
ease and efficiency of management and control, continuous life, the
facility of transfer of ownership, and the limited liability of the
stockholders, make the corporate form attractive to the investor and
absolutely necessary to the large businesses carried on today. In some
states encouragement is given the small business to incorporate; in the
State of New York, for example, the minimum limit of capitalization is
only $500. In a few other states the old-time fear of the corporate
form is still expressed in their general corporation laws in which the
minimum limit for corporate capitalization is set as high as $10,000.
Working Organization
The peculiar features of the stock corporation are the method of
ownership and working organization. This latter is effected through
a board of directors who are responsible directly to the owners at
periodic intervals. Within the board are its officers and committees to
whom duties are assigned by by-laws, custom, common consent or action
of the board. Under these official heads are the rank and file of
the organization—department heads, clerks, employees, etc. It is not
necessary to treat here this phase of the organization further.
Different Classes of Stock
The collective capital of a corporation is divided into shares of equal
value. Ownership of a share or shares in a corporation is evidenced
by formal certificates of stock. Each share carries with it the same
privileges, powers, and duties of ownership as every other share of
the same class. It represents a pro rata share of the total interest
of its class. There may be several different kinds or classes of
ownership within the corporation, these classes will have different
privileges, and there may be other points of differentiation. The
reason for setting up these different classes is almost always to
secure additional capital from outside sources by making the investment
as attractive as possible. Upon a reorganization, an adjustment of
the various interests concerned may require a grading of ownership, a
differentiation by classes in order equitably to satisfy the claims of
all interested parties. These various classes of stock ownership will
be discussed under the following heads:
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