Wirausaha dan bentuk perusahaan

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Wirausaha dan Bentuk Perusahaan

Kelas Pengantar Bisnis

Fakultas Ekonomi

Universitas Padjadjaran

Bandung

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Bill Gates

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ENTREPRENEUR

SESEORANG YANG MEMPUNYAI KREATIVITAS SUATU BISNIS BARU

DALAM MENGHADAPIRESIKO DAN KETIDAKPASTIAN

YANG BERTUJUAN UNTUK PENCAPAIANLABA DAN PERTUMBUHAN USAHA

BERDASARKAN IDENTIFIKASI PELUANG

DAN MENDAYAGUNAKAN SUMBER-SUMBERSERTA MEMODALI PELUANG TERSEBUT

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CIRI-CIRI ENTREPRENEUR

MEMPUNYAI HASRAT UNTUK SELALU BERTANGGUNG JAWAB BISNIS DAN SOSIAL

KOMITMEN TERHADAP TUGAS MEMILIH RESIKO YANG MODERAT MERAHASIAKAN KEMAMPUAN UNTUK

SUKSES CEPAT MELIHAT PELUANG

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CIRI-CIRI ENTREPRENEUR 2

ORIENTASI KE MASA DEPAN SELALU MELIHAT KEMBALI PRESTASI

MASA LALU SIKAP HAUS TERHADAP “MONEY” SKILL DALAM ORGANISASI TOLERANSI TERHADAP AMBISI FLEKSIBILITAS TINGGI

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USAHA KECIL

ONE MAN ENTERPRISE

FAMILY ENTERPRISE

SMALL SCALE ENTERPRISE

MEDIUM SCALE ENTERPRISE

BIG SCALE ENTERPRISE

DEVELOPMENT

Factors Affecting the Choice

Tax considerations Liability exposure Start-up capital requirements Control Business goals Management succession

plans Cost of formation

Major Forms of Ownership

Sole Proprietorship Partnership Corporation S Corporation Limited Liability Company Joint Venture

Advantages of the Sole Proprietorship

Simple to create Least costly form to begin Profit incentive Total decision making authority No special legal restrictions Easy to discontinue

Disadvantages of the Sole Proprietorship

Unlimited personal liability Limited skills and capabilities Feeling of isolation Limited access to capital Lack of continuity

OwnershipOwnershipRequirementsRequirementsOne ownerOne owner

Tax TreatmentTax Treatment

Income and losses Income and losses “pass through” to “pass through” to owner and are owner and are taxed at personal taxed at personal ratesrates

LiabilityLiability

Unlimited Unlimited personal liability personal liability

AdvantagesAdvantages Low start-up costsLow start-up costs Freedom from most Freedom from most

regulationsregulations Owner has direct controlOwner has direct control All profits go to ownerAll profits go to owner Easy to go out of business if Easy to go out of business if

necessarynecessary

DrawbacksDrawbacks Unlimited personal liabilityUnlimited personal liability Personal finances at riskPersonal finances at risk Miss out on all kinds of Miss out on all kinds of

business tax deductionsbusiness tax deductions Total responsibilityTotal responsibility May be more difficult to raise May be more difficult to raise

financing financing

Advantages of the Partnership

Easy to establish Complementary skills of partners Division of profits Larger pool of capital Ability to attract limited partners Little government regulation Flexibility Taxation

Disadvantages of the Partnership

Unlimited liability of at least one partner Capital accumulation Difficulty in disposing of partnership interest Lack of continuity Potential for personality and authority

conflicts

Types of Partners

General partners Take an active role in managing a business. Have unlimited liability for the partnership’s debts.

Limited partners Cannot participate in the day-to-day management

of a company. Have limited liability for the partnership’s debts.

OwnershipOwnershipRequirementsRequirementsTwo or more Two or more ownersowners


Income and losses Income and losses “pass through” to “pass through” to partners and are partners and are taxed at personal taxed at personal rates; flexibility in rates; flexibility in profit-loss profit-loss allocations to allocations to partnerspartners

LiabilityLiability

Unlimited Unlimited personal liability;personal liability;

Personal assets Personal assets of partners are of partners are at riskat risk

AdvantagesAdvantages Ease of formationEase of formation Pooled talentPooled talent Pooled resourcesPooled resources Somewhat easier access to Somewhat easier access to

financingfinancing Some tax benefitsSome tax benefits

DrawbacksDrawbacks Unlimited personal liabilityUnlimited personal liability Divided authority and Divided authority and

decisionsdecisions Potential for conflictPotential for conflict Continuity of transfer of Continuity of transfer of

ownershipownership

Types of Corporations

Domestic – a corporation doing business in the state in which it is incorporated.

Foreign – a corporation doing business in a state other than the state in which it is incorporated.

Alien – a corporation formed in another country but doing business in the United States.

Advantages of the Corporation

Limited liability of stockholders Ability to attract capital Ability to continue indefinitely Transferable ownership

Disadvantages of the Corporation

Cost and time of incorporating “Double taxation” Potential for diminished managerial

incentives Legal requirements and regulatory “red

tape” Potential loss of control by founder(s)

OwnershipOwnershipRequirementsRequirementsUnlimited number Unlimited number of shareholders; of shareholders; no limits on types no limits on types of stock or voting of stock or voting arrangementsarrangements


Dividend income is Dividend income is taxed at corporate taxed at corporate and personal and personal shareholder levels; shareholder levels; losses and losses and deductions are deductions are corporatecorporate

LiabilityLiability

LimitedLimited

AdvantagesAdvantages Limited liabilityLimited liability Transferable ownershipTransferable ownership Continuous existenceContinuous existence Easier access to resourcesEasier access to resources

DrawbacksDrawbacks Expensive to set upExpensive to set up Closely regulatedClosely regulated Double taxationDouble taxation Extensive record keepingExtensive record keeping Charter restrictionsCharter restrictions

S Corporation

No different from any other corporation from a legal perspective.

For tax purposes, however, an S corporation is taxed like a partnership, passing all of its profits (or losses) through to individual shareholders.

To elect “S” status, all shareholders must consent, and the corporation must file with the IRS within the first 75 days of its tax year.

OwnershipOwnershipRequirementsRequirementsUp to 75 Up to 75 shareholders; no shareholders; no limits on types of limits on types of stock or voting stock or voting arrangementsarrangements


Income and losses Income and losses “pass through” to “pass through” to partners and are partners and are taxed at personal taxed at personal rate; flexibility in rate; flexibility in profit-loss profit-loss allocations to allocations to partnerspartners

LiabilityLiability

LimitedLimited

AdvantagesAdvantages Easy to set upEasy to set up Enjoy limited liability Enjoy limited liability

protection and tax benefits protection and tax benefits of partnershipof partnership

Can have a tax-exempt Can have a tax-exempt entity as a shareholderentity as a shareholder

DrawbacksDrawbacks Must meet certain Must meet certain

requirementsrequirements May limit future financing May limit future financing

optionsoptions

Articles of IncorporationArticles of Incorporation

Elements to Include:Elements to Include:

Company nameCompany name

Business purposeBusiness purpose

Names and addresses of incorporatorsNames and addresses of incorporators

Names and addresses of initial officers and directorsNames and addresses of initial officers and directors

Address of corporation’s home officeAddress of corporation’s home office

Capital required at time of incorporationCapital required at time of incorporation

Capital stock to be authorizedCapital stock to be authorized

Corporate bylawsCorporate bylaws

Corporation’s time horizonCorporation’s time horizon

Other pertinent miscellaneous informationOther pertinent miscellaneous information

The Franchising Boom!!!

Sales of $1 trillion in virtually every product or service imaginable.

More than 4,500 franchisers operating some 600,000 outlets worldwide.

Franchise sales account for 44% of total retail sales.

A new franchise opens somewhere in the world every six-and-a-half minutes.

Boom!

Types of Franchising

Tradename

Product distribution

Pure (or Comprehensive or Business Format)

Benefits of Franchising Management training and support Brand name appeal Standardized quality of goods and

services National advertising program Financial assistance Proven products and business formats Centralized buying power Site selection and territorial protection Greater chance for success

Drawbacks of Franchising

Franchise fees and profit sharing Strict adherence to standardized

operations Restrictions on purchasing Limited product line Unsatisfactory training programs Market saturation Less freedom

Ten Myths of Franchising

1. Franchising is the safest way to go into business because franchises never fail.

2. I’ll be able to open my franchise for less money than the franchiser estimates.

3. The bigger the franchise organization, the more successful I’ll be.

4. I’ll use 80 percent of the franchiser’s business system, but I’ll improve upon it by substituting my experience and know-how.


5. All franchises are the same.

6. I don’t have to be a hands-on manager. I can be an absentee owner and still be very successful.

7. Anyone can be a satisfied, successful franchise owner.

(continued)(continued)


8. Franchising is the cheapest way to get into business for yourself.

9. The franchiser will solve my business problems for me; after all, that’s why I pay an ongoing royalty fee.

10. Once I open my franchise, I’ll be able to run things the way I want to.

(concluded)(concluded)

Detecting Dishonest Franchisers

Claims that the contract is “standard; no need to read it.”

Failure to provide a copy of the required disclosure documents.

Marginally successful prototype or no prototype. Poorly prepared operations manual. Promises of future earnings with no

documentation. High franchisee turnover or termination rate. Unusual amount of litigation by franchisees.

Detecting Dishonest Franchisers

Attempts to discourage your attorney from evaluating the contract before signing it.

No written documentation. A high pressure sale. Claims to be exempt from federal disclosure laws. “Get rich quick” schemes, promising huge profits

with minimal effort. Reluctance to provide a list of existing

franchisees. Evasive, vague answers to your questions.

(continued)(continued)

The Right Way to Buy a Franchise Evaluate yourself – What do you like and

dislike? Research your market. Consider your franchise options. Get a copy of the franchiser’s Uniform

Franchise Offering Circular (UFOC) and read it.

Talk to existing franchisees. Ask the franchiser some tough questions. Make your choice.

Factors That Make a Franchise Appealing

Unique concept or marketing approach Profitability Registered trademark Business system that works Solid training program Affordability Positive relationship with franchisees

Trends Shaping Franchising Changing face of franchisees International opportunities Smaller, nontraditional locations Conversion franchising Multiple-unit franchising Master franchising Piggybacking (Combination franchising) Serving baby boomers

OwnershipOwnershipRequirementsRequirementsTwo or more Two or more ownersowners


Income and losses Income and losses “pass through” to “pass through” to partners and are partners and are taxed at personal taxed at personal rates; flexibility in rates; flexibility in profit-loss profit-loss allocations to allocations to partnerspartners

LiabilityLiability

Limited, although Limited, although one partner must one partner must retain unlimited retain unlimited liabilityliability

AdvantagesAdvantages Good way to acquire capital Good way to acquire capital

from limited partnersfrom limited partners

DrawbacksDrawbacks Cost and complexity of Cost and complexity of

forming can be highforming can be high Limited partners cannot Limited partners cannot

participate in management of participate in management of business without losing business without losing liability protectionliability protection

Documents

Wirausaha dan bentuk perusahaan