1 © copyrright doug hillman 2000 corporations: paid-in capital

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© Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

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Page 1: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

1© Copyrright Doug Hillman 2000

Corporations: Paid-in Capital

Page 2: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

2© Copyrright Doug Hillman 2000

Corporation

A group of persons authorized to act as a separate legal entity

Same privileges and responsibilities as an individual

› Enter into contracts

› Sue or be sued

› Own, buy, and sell property

Page 3: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

3© Copyrright Doug Hillman 2000

Organization of a Corporation

Stockholders Board of Directors Management

Page 4: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

4© Copyrright Doug Hillman 2000

Stockholders’ Right Vote at stockholder’s meetings Sell or dispose of shares of stock Participate in corporate profits by

receiving dividends when declared Maintain one’s percentage ownership

(preemptive right) Participate in distribution of assets on

liquidation

Page 5: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

5© Copyrright Doug Hillman 2000

Advantages of Incorporation

Ability to generate capital investment Ease of transfer of ownership Continuity of life Limited liability Professional management

Page 6: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

6© Copyrright Doug Hillman 2000

Disadvantages of Incorporation

Cost of incorporation Increased regulation Double taxation Separation of ownership and

management functions

Page 7: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

7© Copyrright Doug Hillman 2000

Overview of Stockholders’ Equity

Paid-in capital

› Stock - par

› Excess over par or stated value

› Donations Retained earnings

› Undistributed earnings from operations

Page 8: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

8© Copyrright Doug Hillman 2000

Stock Terminology Authorized

› Maximum number of shares allowed by charter

Issued

› Number of shares transferred to stockholders Outstanding

› Number of shares currently in hands of stockholders

Page 9: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

9© Copyrright Doug Hillman 2000

Stock Terminology Par value

› Dollar amount assigned to each share of stock by charter

Stated value

› Dollar amount assigned to each share of stock by board of directors

No-par value

› Stock without a par value

Page 10: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

10© Copyrright Doug Hillman 2000

Legal Capital

Minimum amount of capital that must be left in the corporation by actions of the board of directors for protection of the creditors

Par-value - par value of issued shares Stated value - stated value of issued

shares No-par - total proceeds of stock

Page 11: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

11© Copyrright Doug Hillman 2000

Classes of Stock

Common stock

› Residual class of ownership

› Controlling owners

› Unlimited dividends Preferred stock

› Receive dividends before common

› Receive liquidation before common

Page 12: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

12© Copyrright Doug Hillman 2000

Preferred Stock

Stated dividend rate

› Percentage of par

› Dollar amount per share Cumulative

› Undeclared dividends accumulate

› Unpaid dividends are dividends in arrears

Page 13: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

13© Copyrright Doug Hillman 2000

Issuance of Stock

Securities Act of 1933 requires stock issued in interstate markets to be registered with the SEC

Announced in tombstone ad Advertising restricted to a book of facts

called prospectus

Page 14: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

14© Copyrright Doug Hillman 2000

Issuance of Stock

Proceeds increase assets Par or stated value increases stock

account Proceeds in addition to par or stated

value recorded in Paid-in Capital-Excess Over Par(Stated) Value, class of stock

Page 15: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

15© Copyrright Doug Hillman 2000

Disclosure of Paid-in Capital

Stock

Preferred stock, 10%, $10 par,

1,000 shares authorized,

800 shares issued $ 8,000

Common stock, $1 par, 10,000

shares authorized, 6,000

shares issued 6,000

Total stock $14,000

Page 16: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

16© Copyrright Doug Hillman 2000

Disclosure of Paid-in Capital

Additional paid-in capital

Paid-in capital-excess over par,

preferred $20,000

Paid-in capital-excess over par,

common 50,000

Paid-in capital-donated land 14,000

Total additional paid-in capital $84,000

Total paid-in capital $98,000

Page 17: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital

17© Copyrright Doug Hillman 2000

Analyzing Information

Total number of shares authorized Total number of shares issued Total number of shares outstanding Total market value of shares

outstanding

Page 18: 1 © Copyrright Doug Hillman 2000 Corporations: Paid-in Capital