Ownership and governance
Đã giới thiệu| English | Ý nghĩa |
|---|---|
| sole trader/səʊl ˈtreɪdə/ | Doanh nhân độc thân |
| unlimited liability/ʌnˈlɪmɪtɪd ˌlaɪəˈbɪlɪti/ | The owner's legal responsibility for business debts without a fixed limit, potentially putting personal assets at risk. |
| partnership/ˈpɑːtnəʃɪp/ | Hợp danh |
| company/ˈkʌmpəni/ | Công ty |
| shares/ʃeəz/ | Units of ownership in a company. |
| limited liability/ˈlɪmɪtɪd ˌlaɪəˈbɪlɪti/ | Trách nhiệm hữu hạn |
| governance/ˈɡʌvənəns/ | Quản trị |
| agency problem | agency problem |
Where will £40,000 come from?
- Nimbus wants £40,000 to open a third shop. The owner has £10,000 in savings. The rest could come from a bank, a partner or outside investors.
- Each source changes who decides and what the owner can lose. Choosing how to own the business is really a choice about money, risk and control.
Sole trader: one owner, all the risk
- A sole trader 个人独资 owns the business alone. They make every decision and keep all the profit.
- They also carry unlimited liability 无限责任: the business is not separate from them, so if it cannot pay its debts, their own savings and even their home can be taken.
A sole trader's shop closes owing £8,000 more than its assets are worth. Who must pay the £8,000?
Độ khó 1/5 · 100 xu + phần thưởng nhỏ khi hoàn thành lần đầu tiên hôm nay
A sole trader is not separate from the business, so the debt is the owner's own debt. That is unlimited liability.
Partnership: shared money, shared debts
- In a partnership 合伙, two or more people own the business together. They pool money and skills and agree decisions between them.
- Each partner can usually be made to pay all the firm's debts, even those another partner ran up. Choosing a partner means trusting them with your own wealth.
Company: a separate legal person
- A company 公司 is a separate legal person: it owns its assets and owes its own debts. Its owners hold shares 股份, which they can sell.
- Shareholders have limited liability 有限责任: the most they can lose is what they paid for their shares. That is why strangers will invest in a business they do not run.
Which form is it?
Sort each feature to the ownership form it describes. Notice that limited liability and selling shares only appear together, with a board.
Which statements are true of a limited company? Select all that apply.
Độ khó 2/5 · 140 xu + phần thưởng nhỏ khi hoàn thành lần đầu tiên hôm nay
Limited liability, sellable shares and public accounts all come with a company. Selling shares hands votes, and so some control, to the new shareholders.
Same failure, different losses
- Liability matters most when things go wrong. The form decides who pays the debts that the business's own assets cannot cover.
- Be careful with bank loans: a bank often asks a small company's owner for a personal guarantee, which puts the owner's own wealth back on the line for that loan.
- A bakery closes owing £50,000. Selling its ovens and stock raises £20,000.
- Unpaid debt: £50,000 − £20,000 = £30,000.
- As a sole trader, the owner must pay the £30,000 from personal savings, or lose personal property.
- As a company, the shareholders lose the money they invested, and the unpaid £30,000 falls on the people it owes, unless the owner personally guaranteed some of it.
A sole trader's bakery closes owing £50,000. Selling its ovens and stock raises £20,000. How much must the owner pay from personal wealth, in £?
Độ khó 2/5 · 140 xu + phần thưởng nhỏ khi hoàn thành lần đầu tiên hôm nay
$50\,000 - 20\,000 = 30\,000$. With unlimited liability the gap falls on the owner. As a company without personal guarantees, it would fall on the people it owes.
A director who personally guarantees the company's bank loan is still protected by limited liability for that loan.
Độ khó 1/5 · 100 xu + phần thưởng nhỏ khi hoàn thành lần đầu tiên hôm nay
The guarantee is a personal promise. If the company cannot repay, the bank can claim from the director's own wealth for that loan.
Governance: who watches the managers?
- In a company, shareholders elect a board of directors to run it for them. This system of rules, votes and reports is governance 治理.
- When managers (the agents) want different things from the owners (the principals), an agency problem 代理问题 appears: padded expenses, pet projects, short-term thinking. Owners answer with checks, such as audits, and with pay linked to results.
Match each term to its role in a company.
Độ khó 2/5 · 140 xu + phần thưởng nhỏ khi hoàn thành lần đầu tiên hôm nay
Governance answers the agency problem in two ways, by watching (audits) and by aligning interests (incentives).
The form follows the financing
- Ask three questions: how much money is needed, who will provide it, and how much loss can the owner bear? The answers point to the form.
- Nimbus with £40,000 to raise and outside investors who will not risk more than their stake points to a company. A small café run on the owner's savings may stay a sole trader.
Nimbus needs £30,000 from investors who will not risk more than the money they put in. Which form fits best?
Độ khó 1/5 · 100 xu + phần thưởng nhỏ khi hoàn thành lần đầu tiên hôm nay
Only a company caps the investors' loss at their stake and lets them hold sellable shares. As partners they could be made to pay all the debts.
Marks that slip away
- "A company is more professional." The form is chosen for money and risk, not image.
- Forgetting personal guarantees. They put the owner's wealth back at risk for that loan.
- Thinking shareholders run the company day to day. They elect directors; managers run it.
- Treating agency problems as rare scandals. They exist wherever managers and owners differ, so governance never stops.
You've got it
- Sole trader: one owner, full control, unlimited liability. Partnership: shared money and decisions, each partner liable for all the debts.
- Company: a separate legal person; shareholders have limited liability and can sell their shares, but control passes to a board.
- Governance answers the agency problem with checks and incentives. Choose the form from the money needed and the risk the owners can bear.