chapter 1 工商導(dǎo)論

1、Setting up a Business 隨著國家和地方經(jīng)濟(jì)增速進(jìn)入新常態(tài)，宏觀就業(yè)壓力不減。 大學(xué)生就業(yè)壓力依然較大大學(xué)生就業(yè)壓力依然較大2015年就業(yè)需求在結(jié)構(gòu)性方面有變化，民營中小企業(yè)、二三線城市需求明顯上升?！贝送?，隨著國家最近推出的國際經(jīng)濟(jì)發(fā)展戰(zhàn)略，外語外貿(mào)類專業(yè)需求可能會有所增長。鼓勵高校畢業(yè)生下基層就業(yè)仍然是國家重要的政策導(dǎo)向。同時，國家也積極鼓勵高校畢業(yè)生自主創(chuàng)業(yè)。總體來說，就業(yè)形勢依然復(fù)雜嚴(yán)峻n國家鼓勵高校畢業(yè)生自主創(chuàng)業(yè)。國家鼓勵高校畢業(yè)生自主創(chuàng)業(yè)。n優(yōu)惠政策：稅收優(yōu)惠、小額擔(dān)保貸款和優(yōu)惠政策：稅收優(yōu)惠、小額擔(dān)保貸款和貼息支持、免收有關(guān)行政事業(yè)性收費(fèi)、貼息支持、免收有關(guān)行政

2、事業(yè)性收費(fèi)、享受創(chuàng)業(yè)培訓(xùn)補(bǔ)貼、有關(guān)機(jī)構(gòu)提供免費(fèi)享受創(chuàng)業(yè)培訓(xùn)補(bǔ)貼、有關(guān)機(jī)構(gòu)提供免費(fèi)創(chuàng)業(yè)服務(wù)、除直轄市外大部分省對畢業(yè)創(chuàng)業(yè)服務(wù)、除直轄市外大部分省對畢業(yè)生創(chuàng)業(yè)落戶取消限制等。生創(chuàng)業(yè)落戶取消限制等。n2. Forms of business ownershipThree basic legal (vs. organizational) forms of business ownership：1. sole proprietorship (個人個人)獨(dú)資企業(yè)獨(dú)資企業(yè)2. partnership 合伙企業(yè)合伙企業(yè)3. corporation 公司公司 Factors to be weighed in d

3、ecision-makingnease of formationnliability for business debtsncontrol over the operationnmanagement expertise availablenfinancial resources availablentaxation policiesncontinuitynlegal capacitySole proprietorshipnA business owned and controlled by one person.nTypical examples of sole proprietorships

4、 include a local restaurant, a barber shop, a laundry service, and a local clothing store. Proportion of Existing Businesses under Each Form of OwnershipProportion of Business Revenue Generated by Each Form of OwnershipAdvantagesnSimple to establish. nFreer in decision-making. nEasy to keep operatio

5、nal and financial secrecy. nLess tax burden. nExclusive use of profits. DisadvantagesnUnlimited liabilitynLimited access to capital. nLimited managerial expertise.PartnershipnAn association of 2 or more persons to carry on as co-owners of a business for profit. Oral vs. written agreementarticles of

6、partnership 合伙章程合伙章程names of the partnersname of the partnershiplocation of the partnershippurposes of the partnershipduration of the partnershipcapital contributions by partnersrights and responsibilities of partnersallocation of profits and losses among partnersdissolution (破產(chǎn)清償) proceduresGeneral

7、 partnership 普通合伙企業(yè)普通合伙企業(yè) vs.limited partnership 有限合伙企業(yè)有限合伙企業(yè)General PartnershipnA general partnership is “an association of two or more persons to carry on as co-owners of a business for profit.”nall partners in a general partnership have unlimited liability, nall the partners in a general partners

8、hip share control and participate equally in management of the business. Limited Partnership nA Limited Partnership (LP) is an association of one or more general partners together with one or more limited partners to conduct business for profit as co-owners. nIn a limited partnership, there is at le

9、ast one general partner. In a limited partnership, limited partners, whose liability is limited to the cash or property they contributed to the business. nThe general partners arrange and run the business, while the limited partners are investors only, and they take no part in the management of the

10、firm or act on behalf of the company.nA limited partnership is an entity distinct from its partners. A limited partnership has the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership a

11、greement or violation of a duty to the partnership. nThus, the limited partnership has features of both a general partnership and a corporationAdvantagesnImproved access to capital and credit.nGreater possibility for good management.nDefinite legal framework.nBetter prospects for growth.Disadvantage

12、snUnlimited liabilitynInternal conflicts nProblem of continuityCorporationnAt least three incoporators(stockholders or shareholders) needed to form a corporation. nA corporation is a legal person.structure and management incorporators/shareholders board of directors president/CEO other key officials

13、ownerstopmanagement Corporate charter nCorporate charter (公司章程，公司章程，公司執(zhí)照): a document used to incorporate a business, and filed with the state governmentnWhat is a Corporate Charter？ A corporate charter simply referred to as charter or articles of incorporation is a written document filed with a U.S

14、. state by the founders of a corporation detailing the major components of a company such as its objectives, its structure and its planned operations. If the charter is approved by the state government, the company becomes a legal corporation. nThe charter describes important aspects of the corporat

15、ion, e.g. the name of the firm, the stock issued, and the firms operations.nBylaws （公司規(guī)章（公司規(guī)章/細(xì)則）細(xì)則） are established to provide general guidelines for managing the firm. AdvantagesnLimited liabilitynEasy to expandnSeparated ownership from managementnContinuous lifeDisadvantagesnDouble taxationnHigh

16、organizing costsnLack of secrecynfor income tax purposes, nhas 100 or fewer owners and satisfies other criterianthe owners have limited liability, which may be restricted by various rules nthe earnings are distributed to the owners and taxed at the respective personal income tax rate of each owner S

17、 corporation S 公司公司 Limited liability company (LLC)nnot a corporation in naturena hybrid business entity blending a corporation, a partnership, and even a sole proprietor nhas fewer restrictions on the number and type of owners nthe primary characteristic an LLC shares with a corporation is limited

18、liability, nand the primary characteristic it shares with a partnership is the availability of pass-through income taxation.企業(yè)的收益與損失可以沖抵企業(yè)持有人的個人所得稅應(yīng)稅收入，從而避免了雙重征稅。 Pass-through taxation : generally applies to partnerships. This means that the partnership, itself, is not directly taxed, and the tax bu

19、rden is instead passed on to the partners. If the partnership took a loss for the year, each partner can deduct their share of that loss from their personal tax return.（報稅）companypublicly ownedquasi-publicly ownedprivately ownedprofitnon-profitprivately held(s corp., LLC)publicly held(usu. C corp.)F

20、ranchisingnA licensing agreement, under which the franchisor grants the franchisee the right to sell or use the formers product, service or method in return for a royalty from the latter. Franchising 特許經(jīng)營特許經(jīng)營budding period: the early 1900s, filling stations, car dealerships growth period: since the

21、mid-1960s, paralleling the enormous expansion of the fast food industry Three basic types of franchising:nproduct franchising: licensing for the right to sell trademarked goods purchased from the franchiser and resold by the franchisee, e.g. car dealers, gasoline stationsnmanufacturing franchising:

22、licensing for the right to produce and distribute products, using supplies purchased from the franchiser, e.g. soft-drink bottling plants nbusiness-format franchising: licensing for the right to open a business using the franchisers name and format for doing business, e.g. fast food chainsAdvantages

23、 of franchising: triple benefits of franchising according to the president of the International Franchise Association:l “The franchiser wins because he builds a strong foundation for his company. nThe franchisee wins because he can take advantage of the franchisers proven business system. nAnd the g

24、eneral public benefits from the consistency of the product or service.”nHave instant customer recognition but still enjoy some independence as a sole proprietor. nReceive training and guidance from the franchisor.nHave less difficulty getting bank loans than a sole proprietor of a small business.Advantages: DisadvantagesnFranchise arrangements may reduce risks, but do not guarantee success.nHigh royalty makes business running with no profits or even at a loss. nFranchisee has to sacrifice some independ