Переведите текст Part I. Introduction to Business Organization

If you decide to start a business, one of the first steps you must take is to determine what kind of business organization it will be. Practically speaking, you have five different forms of business structure to choose from. Which form you choose requires careful weighing of important factors: the extent of liability of yourself and possibly other investors for the organization's debts, tax advantages and disadvantages, the expense of forming and operating the organization, the complexity of the management structure and difficulty of raising capital with the particular form of organization.
Let us examine the five most common forms of business organization and discuss the rights, duties, and liabilities of members of those firms. These five business structures, listed in descending order of personal liability for firm debts, but ascending order of complexity, are:
(1) sole proprietorship
(2) general partnership (including joint venture)(3) limited partnership
(4) limited liability company, and
(5) corporation.
When you are the sole owner (proprietor) of a business, the state exercises a minimum of control over how you operate that business. But the trade-off for maximum personal control over the enterprise is that you are subject to full personal responsibility for all its debts. With few exceptions if you are a sole proprietor you may engage in any type of business you choose. You will merely be obligated to pay a license fee required of all businesses and to comply with any laws may be applicable to the type of business you operate. You may also pledge assets of the business as security for repayment of your loans. You are entitled to all the profits the business makes, and you must pay for all the losses. The chief drawback to doing business as proprietor is that, as sole owner, you alone are personally liable for all debts business incurs, and you may not have the capital or credit that is needed for an expanding business.
If you still desire substantial control of the business, but need to bring in other associates to increase your capital, your next step may be to consider formation of a general partnership or a joint venture. With more than one person involved in the ownership of the business, the organization is more complex than that of a sole proprietorship. You and your partners assume duties and obligations which are not present in a sole proprietorship.
If you form a general partnership, you and your partner(s) may carry on almost any kind of business activity that you wish - again with only a minimum of governmental control. Usually, each member invests in the enterprise, money, some property, work, or service. Like a sole proprietor, each partner is personally liable for all the company's debts and each partner owes special legal obligations to the other co-partners. There is no federal income tax, as such, on a partnership. Rather, each partner declares a pro rata share of the firm's profits on his or her personal income tax return. A joint venture differs from a general partnership in that its businessis of shorter duration and narrower in scope. It is usually organized to carry out a single projector series of related projects with a fairly short life span.
In a limited partnership one or more of the partners (the general partners) manage the business while others (the limited partners) merely invest in the enterprise and have very limited rights in its management. The general partner of a limited partnership like the partner in an ordinary partnership is personally liable for the firm's debts. If you become a limited partner, however, you have no personal liability beyond your capital investment. Very recently some states have enacted laws permitting formation of a new business entity called a limited liability company (LLC). As in a partnership - each member's pro rata share of the firm's profits is taxed on his or her personal federal income tax return, but there is no tax against the LLC as such.
Instead of establishing a sole proprietorship or a business in one of the partnership forms, you may find that a corporation best suits your needs. Of the five types of business organizations, the corporation has the most complicated structure. A corporation is established by charter from the state and is a separate legal entity apart from its owners. This form of organization is particularly suited to large complex enterprises. The shareholders of a corporation, who may number in the thousands, are its owners. They have no voice in day-to-day management and no liability for debts; but they do share in company earnings. Unlike partnerships or LLCs, corporations are subject to double federal and state taxation of the same earnings - first, by the corporate income tax, and again when the same earnings are passed on as dividends to the stockholder, who pays personal income tax on the additional income.

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