This document discusses different aspects of developing an organizational plan for a new business venture, including: 1) Developing the management team to operate the business full-time with modest salaries to demonstrate commitment. 2) The three main legal forms of business - proprietorship, partnership, and corporation - and their characteristics. 3) Factors to consider when choosing a legal structure, such as limited liability, taxes, and regulations. 4) The roles and responsibilities of a board of directors and board of advisors in advising and governing the organization.

1. Hisrich
Peters
Shepherd
Chapter 9
The Organizational Plan
Copyright © 2010 by The McGraw-Hill Companies, Inc. All rights reserved.McGraw-Hill/Irwin

2. 9-2
Developing the Management Team
 Investors demand that the management
team not operate the business as a part-
time venture.
 It is assumed that the management team is
prepared to operate the business full time
and at a modest salary.
 An attempt to draw a large salary out of the
new venture may be perceived as a lack of
commitment to the business.

3. 9-3
Legal Forms of Business
 Three basic legal forms of business:
 Proprietorship - Single owner, unlimited liability,
controls all decisions, and receives all profits.
 Partnership - Two or more individuals having
unlimited liability who have pooled resources to
own a business.
 Corporation (C corporation) - Most common
form of corporation; regulated by statute;
treated as a separate legal entity for liability and
tax purposes.

4. 9-4
 New forms of business formations:
 Limited liability company (LLC).
 Limited liability partnership (LLP).
 S corporation.
Legal Forms of Business (cont.)

5. 9-5
Table 9.1 - Three Forms of
Business Formation

6. 9-6
Table 9.1 - Three Forms of
Business Formation (cont.)

7. 9-7
Table 9.1 - Three Forms of
Business Formation (cont.)

8. 9-8
Tax Attributes of Forms of Business
 Tax Issues for Proprietorship
 IRS treats business as the individual owner; not
regarded as a separate tax entity.
 All income appears on owner’s return as
personal income.
 Tax advantages:
 No double tax when profits are distributed to owner.
 No capital stock tax or penalty for retained earnings.
 Tax Issues for Partnership (general)
 Tax advantages and disadvantages similar sole
proprietorship.

9. 9-9
 Tax Issues for Partnership (limited)
 Has the advantage of limited liability.
 Treated the same as the LLC for tax purposes.
 Tax Issues for Corporation:
 Can take many deductions and expenses not
available to proprietorship or partnership.
 Distribution of dividends is taxed twice.
 Double taxation can be avoided if income is
distributed to entrepreneur(s) in the form of
salary.
Tax Attributes of Forms of Business
(cont.)

10. 9-10
Table 9.2 - Tax Attributes of
Various Legal Forms of Business

11. 9-11
Table 9.2 - Tax Attributes of
Various Legal Forms of Business (cont.)

12. 9-12
Table 9.2 - Tax Attributes of
Various Legal Forms of Business (cont.)

13. 9-13
The Limited Liability Company
Versus S Corporation
 Venture capitalists prefer LLCs as a form of
business entity.
 A new regulation allows LLCs to be taxed as
a partnership.
 The S corporation was the most popular
choice of organization structure by new
ventures and small businesses.
 Growth rate of S corporations has leveled
off mainly because of the wide acceptance
of LLCs.

14. 9-14
S Corporation
 A special type of corporation where profits
are distributed to stockholders and taxed as
personal income.
 The Small Business Protection Act of 1996
reduced some restrictions.
 In 2004, Congress responded to criticisms
of the restrictions on S corporations as
compared to LLCs.
 Intent was to make the S corporation as
advantageous as the LLC.
 Status of the S corporation must be
monitored and maintained.

15. 9-15
 Advantages of an S Corporation
 Capital gains or losses are treated as personal
income or losses.
 Limited liability protection.
 Not subject to a minimum tax.
 Transfer of stock to low-income-bracket family
members
 Stock may be voting or nonvoting.
 Cash method of accounting.
 Corporate long-term capital gains and losses are
deductible directly by the shareholders.
S Corporation (cont.)

16. 9-16
 Disadvantages of an S Corporation
 Some restrictions for qualification.
 Potential tax disadvantages.
 Most fringe benefits not deductible for
shareholders.
 Must have a calendar year for tax purposes.
 Only one class of stock is permitted.
 Net loss is limited to shareholder’s stock plus
loans to business.
 No more than 100 shareholders.
S Corporation (cont.)

17. 9-17
The Limited Liability Company
 A partnership/corporation hybrid.
 Laws governing its formation differ from
state to state.
 LLC has members.
 No shares issued; each member owns an
interest as designated by the articles of
organization.
 Liability does not extend beyond member’s
capital contribution.

18. 9-18
 Transfer of interest requires unanimous
consent.
 It is taxed as a partnership.
 Standard acceptable term is 30 years;
continuity restricted.
The Limited Liability Company (cont.)

19. 9-19
 Advantages of LLC
 Partners can add their proportionate shares of
the LLC liabilities to their partnership interests.
 Most states do not tax LLCs.
 One or more (without limit) individuals,
corporations, partnerships, trusts, or other
entities form an LLC.
 Members share income, profit, expense,
deduction, loss and credit, and equity of the LLC
among themselves.
The Limited Liability Company (cont.)

20. 9-20
Designing the Organization
 This is the entrepreneur’s formal and
explicit indication to the members of the
organization as to what is expected of
them; expectations can be grouped into:
 Organization structure.
 Planning, measurement, and evaluation
schemes.
 Rewards.
 Selection criteria.
 Training.

21. 9-21
Figure 9.1 - Stages in
Organizational Design

22. 9-22
Building the Management Team and a
Successful Organization Culture
 A management team must be able to
accomplish three functions:
 Execute the business plan.
 Identify fundamental changes in the business as
they occur.
 Make adjustments to the plan based on changes
in the environment and market that will
maintain profitability.

23. 9-23
 Important factors in establishing an
effective team:
 Desired culture must match business strategy
outlined in the business plan.
 Employees must be motivated and rewarded for
good work.
 Entrepreneur should be flexible to try different
things.
 Spend extra time in the hiring process.
 Core values and appropriate tools must be
provided for employees to effectively complete
their jobs.
Building the Management Team and a
Successful Organization Culture (cont.)

24. 9-24
The Role of a Board of Directors
 Functions of the board of directors:
 Reviewing operating and capital budgets.
 Developing longer-term strategic plans for
growth and expansion.
 Supporting day-to-day activities.
 Resolving conflicts among owners or
shareholders.
 Ensuring the proper use of assets.
 Developing a network of information sources for
the entrepreneurs.

25. 9-25
 They meet the requirements of the
Sarbanes-Oxley Act and the following
criteria:
 Ability to work with a diverse group and commit
to the venture’s mission.
 Ability to understand the market environment.
 Ability to contribute important skills to the new
venture’s achievement of planning goals.
 Ability to show good judgment in business
decision making.
The Role of a Board of Directors
(cont.)

26. 9-26
The Board of Advisors
 They serve only in an advisory capacity.
 No legal status; not subject to regulations
stipulated in the Sarbanes-Oxley Act.
 Likely to meet less frequently.
 Useful in a family business.
 Selection process is similar to the process
for selecting a board of directors.
 Advisors may be compensated on a per-
meeting basis or with stock or stock
options.

27. 9-27
The Organization and Use of
Advisors
 Outside advisors are usually used on an as-
needed basis.
 They can become a part of the organization
and need to be managed.
 The relationship between the entrepreneur
and outside advisors can be enhanced by
involving them thoroughly and at an early
stage.
 Even after hiring advisors, the entrepreneur
should question their advice.