Assignment Two
Assignment Two
Assignment Two
Assignment Two
Submitted to:
Dr. Mohammad Harisur Rahman Howladar
Professor
Department of Management
University of Chittagong
Submitted by:
Richard Stephen Gomes
BBA 1st semester
Student Id: 19302130
Question no: 01
Partnership Business
A partnership is a form of business where two or more people share ownership, as well as the
responsibility for managing the company and the income or losses the business generates. That income
is paid to partners, who then claim it on their personal tax returns – the business is not taxed separately,
as corporations are, on its profits or losses.
In Bangladesh, the relevant law for regulating partnership is the Partnership Act 1932. A partnership
is defined as the relation between persons who have agreed to share the profits of a business carried
on by all or any of them acting for all. The law does not require written partnership agreement between
the partners to form a partnership. A partnership does not also require to be registered; however, an
unregistered partnership has a number of limitations regarding enforcing its rights in any court. A
partnership is considered as a separate legal identity (i.e. separate from its owners) in Bangladesh only
if the partnership is registered. There must be a minimum of 2 partners and maximum of 20 partners.
Pros
There are several advantages of choosing to structure a business as a partnership, which include:
Cons
Of course, where there are advantages, there are also disadvantages to forming a partnership:
• Where more than one owner exists, there are bound to be differences of opinion that could threaten
the business
• Although partners split any profits the business generates, if the payout is not in sync with each
partner’s contribution to the company, disagreements can erupt
• Unlike corporations, which help to shield owners from liability, partnerships have both joint and
individual liability. That is, all partners are liable for their own actions on behalf of the company as
well as the actions of the other partners.
Filings
There are no annual taxes to be paid, but the partnership does need to issue a K-1 form to all partners
to be included in their personal income tax filings.
The takeaway here? Be careful who you go into business with, because you could be liable for their
actions as they relate to the business.
Tax Requirements
A partnership doesn’t pay tax on its income. Instead, each partner pays tax on the share of net
partnership income each receives.
Private Limited Company
A private limited company is a company which is privately held for small businesses. The liability of
the members of a Private Limited Company is limited to the amount of shares respectively held by
them. Shares of Private Limited Company cannot be publicly traded.
A private limited company in Bangladesh is a separate legal entity and shareholders are not liable for
the company's debts beyond the amount of share capital they have contributed. According to
the Companies Act 1994, any person (foreign or local) above the age of 18 can register a company in
Bangladesh.
Pros
• Liability In case the private limited company has debt and losses, the only liability by the
shareholders is only up to the amount they individually invested. Their personal assets, the
salary earned as an employee of the company, real estate properties, etc. are safe from
liquidation if insolvency occurs.
• Private limited companies are tax efficient because there are many benefits to enjoy.
Companies can take advantage of schemes, rebates and policies. If a company earns a profit of
up to 300,000 SGD, the corporate tax is below 9%. Once it exceeds the said amount, the
corporate tax is at 17%, which is already the limit.
• The fluidity of how you can sell or transfer shares or change stakeholder percentages is a great
advantage especially if you have members who want to retire or passed away. You can also
easily transfer in part or wholly your company to another owner.
• For individuals who need funds, banks and investors are more than willing to lend them money
for starting their business. There are also other means to finance a company. Selling shares,
running a crowdfunding campaign, getting angel investors and venture capital are some of the
ways to obtain funds.
Cons
• Private limited companies usually have to conform to stricter government laws and regulations
than other types of companies. In Singapore, for example, you have to follow the conditions
written in the Companies Act.
• If ever you feel you need to liquidate your company, you might find it difficult to find buyers
due to the high legal compliance procedures.
• Generally, the cost of setting up a private limited company is greater that the other two You
need to keep meticulous records of all your financial transactions. You also need to generate
Income Statement, Balance Sheet and Statement of Cash Flows annually.
• You must submit records for audit to the income tax department when necessary. Any
diversions in the records can lead to hefty fines and even legal proceedings. Your tax liability
can also sometimes be higher than expectations.
• Most requires private limited companies to have at least one director and one company
secretary. You also need to file Annual Returns and Director’s Reports to the concerned
departments
Non- Publicly traded bank, insurance and non-Banking Financial institution 42%
A company whose securities are traded on a stock exchange and can be bought and sold by
anyone. Public companies are strictly regulated, and are required by law to publish their complete and
true financial position so that investors can determine the true worth of its stock (shares). Also called
publicly held company.
A public limited company has a minimum of seven members, three directors, with no maximum
number of shareholders. Its shareholders can be any legal person or any individual who is above the
age of 18, qualified by Bangladesh Law.
A public limited company can invite the public to hold shares and is usually registered on a stock
exchange. Public limited company has a minimum of seven members, three directors, with no
maximum number of shareholders. Its shareholders can be any legal person or any individual who is
above the age of 18, qualified by Bangladesh Law. It can raise funds from the public. Aside from
Companies Act 1994, it should also comply with Securities and Exchange Commission Act 1993.
6.Transferability of shares
The shares of a public limited company are more easily transferable than those in the private
equivalent, meaning shareholders benefit from liquidity. If shares are quoted on a stock exchange,
shareholders and potential shareholders will generally find it easier to transfer shares in the company
– although the market still relies on willing purchasers and sellers being available.
The fact the shareholders are less bound to remain with the company can give them comfort – and
may help the company by making people more willing to invest.
Without restrictions on transferability of shares that often apply in private companies, it’s also easier
to deal with situations like a shareholder’s death, allowing shares to be transmitted in line with the
terms of any will.
7.Exit Strategy
Going public can enhance the options for the founders to exit the business at some point in the future,
if they wish to do so. Both higher transferability of shares and the increased visibility of the business
and its performance may increase the chances of bid interest from potential suitors.
5.Short-termism
Where a public limited company is listed, there can be added pressure imposed by the market. The
company’s share price represents the value of the company as viewed by the market, and (potential)
investors will usually expect a healthy return. As well as dividends paid from profits, there will be a
desire for the share price to increase.
This level of emphasis on the share price, usually not so immediate a demand in a private company,
can cause the directors to focus almost exclusively on short-term results. They may therefore miss
strategic opportunities or threats, thereby not achieving the best for the business in the long-term.
6.Initial financial commitment is higher
The minimum financial commitment is higher for a public limited company than for a private limited
company. In order to trade, the plc must start with at least £50,000 of nominal share capital, at least
25% of which is paid up. That means at least £12,500 must be committed to the business, whereas in
a private company a single share of (say) £0.01 could be allotted – and not even paid for on issue!
Associated costs of company formation may also be higher, especially if the company’s requirements
are complex. If the company’s shares are to be listed on an exchange, it will typically pay legal and
investment professionals to advise and manage the listing process. There will be other costs associated
with obtaining a listing
Taxation
As per direction of the current budget, a company doing business in Bangladesh has to pay 35%
corporate tax, which is 25% for a publicly traded company while the maximum rate extends up to 45%
for some sectors.
Licensing vs franchising
Licensing refers to an arrangement between licensor and licensee where latter party would acquire the
right to use products and goods where the ownership remains with the licensor whereas Franchising
refers to an arrangement between franchiser and franchisee where the latter will enjoy the ownership
of a business on behalf of the franchiser in lieu of a fee where the processes are closely controlled by
franchisor therefore it is generally seen that licensing is for products and goods whereas the franchising
model is used more in service providing industry.
Comparative Table
Business Model Deals with Products & Goods Deals with providing Services
Combination of business
A business combination is a transaction in which the acquirer obtains contro of another business (the
acquiree). ... When there is a business consolidation, the acquirer thereafter reports consolidated
results that combine its own financial statements with those of the acquiree
1. Horizontal combination
2. Vertical combination
3. Circular combination
4. Diagonal combination
The main objective of business combination is to eliminate cut-throat competition and secure the
advantages of large scale production.
Following are the advantages of business combination.
1. Business combination brings monopoly in the market, which may be harmful for the society.
What factors do you consider for choosing the best form of business to start a new business?
Discuss.
A private limited company is the most advanced, flexible, and scalable type of business incorporation
in Bangladesh. It’s also the most preferred type of Bangladesh business entity for serious entrepreneurs
(as opposed to sole proprietorship or limited liability partnership). For more detailed information about
private limited companies, refer to company registration in Bangladesh guide.
Separate Legal Entity: A private limited company has its own legal identity, separate from its
shareholders and its directors. It can acquire assets, go into debt, enter into contracts, sue or be sued
in its own name.
Limited Liability: The liability of the shareholders to contribute to the debts of the company is limited
to the amount that they each agreed to contribute as capital to the company.
Perpetual Succession: The Company’s existence does not depend on the continued membership of any
of its shareholders. Ease of transfer of shares or changes in shareholders ensures that company
continues to exist even in the event of death, resignation, or insolvency of shareholders or directors.
Ease of raising capital: You can raise capital for expansion or other purposes by bringing in new
shareholders or issuing more shares to existing shareholders. Investors are more likely to purchase
shares in a company where there usually is a separation between personal and business assets. Also,
most banks prefer to lend money to limited companies.
Credible Image: As an incorporated business entity, it commands a better image than a sole
proprietorship or a partnership firm, and investors will be more willing to become part of the company
as it demonstrates a vision to grow and expand. As a private limited company, your business will be
taken more seriously by your potential clients, suppliers, bankers, and other professionals you will be
dealing with.
Easier transfer of Ownership: Ownership of a company may be transferred, either wholly or partially,
without disrupting operations or the need for complex legal documentation. This can be done through
the selling of all or part of its total shares, or through the issue of new shares to additional investors.
Question no: 3
A typical business organization may consist of the following main departments or functions:
• Production
• Research and Development (often abbreviated to R&D)
• Purchasing
• Marketing (including the selling function)
• Human Resource Management
• Accounting and Finance.