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Lesson 2 of 7The World of Accounting
Unit 1 · Lesson 2 of 7

Forms of Business Organization

Every business is legally organized as a sole proprietorship, a partnership, a corporation, or a non-profit/co-operative — and the choice changes who is liable for the debts.

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Key things to remember

  1. 1Sole proprietorship: one owner, unlimited personal liability, easy and cheap to start.
  2. 2General partnership: two+ owners, all with unlimited liability; limited partnership splits partners into general (unlimited) and limited (liability capped at investment).
  3. 3Corporation: a separate legal entity; shareholders have limited liability; public corporations trade on a stock exchange, private corporations do not.
  4. 4The partnership agreement sets out capital contributions, profit/loss sharing, and how the partnership dissolves.
  5. 5Non-profits and co-operatives exist to serve members/a mission rather than to maximize owner profit.

Before a single transaction is recorded, a business has to answer a legal question: who owns it, and who is on the hook if it can't pay its debts? The answer determines its form of organization. Ontario businesses generally take one of four legal shapes, and the shape a business chooses affects its taxes, its paperwork, and — most importantly for accounting — how much personal risk the owner carries.

Sole ProprietorshipPartnershipCorporationOwnersone persontwo or more peopleshareholdersLiabilityunlimitedunlimited (shared)limited to investmentTaxationowner's personal returnpartners' personal returnscorporation taxed, then dividendsContinuityends if owner leavesends if a partner leavescontinues regardless of owners
Fig 1The four main forms of business organization.

Sole Proprietorship

A sole proprietorship is a business owned by one person. It is the simplest and cheapest form to start — many small shops, tradespeople, and freelancers operate this way. The catch is unlimited liability: the proprietor has unlimited personal responsibility for the debts and legal obligations of the business. If the business cannot pay a supplier, the supplier can go after the owner's personal house or car, not just the business's assets.

Partnership

A partnership is a business owned by two or more people. In a general partnership, all partners have unlimited liability — each partner can be held personally responsible for the debts of the whole business, even debts another partner created. A limited partnership has two types of partners: general partners, who run the business and carry unlimited liability, and limited partners, who only risk the money they invested and take no part in day-to-day management.

The partnership agreement
Because two or more people share ownership, most partnerships are built on a written partnership agreement. It outlines the rights and responsibilities of the partners, the amount of capital or assets to be contributed by each partner, how profits and losses are to be shared, and how the partnership will be dissolved. Skipping this document is one of the most common causes of partnership disputes.

Corporation

A corporation is a form of business ownership that is a separate legal entity — legally, it is treated almost like a person, distinct from its owners (shareholders). Because the corporation itself owns the debts, shareholders normally have limited liability: they can lose the money they invested in shares, but creditors cannot come after their personal homes. A public corporation is listed on a stock exchange and is accountable to the public, meaning anyone can buy its shares and it must publish detailed financial reports. A private corporation is an incorporated business whose shares are not publicly traded and are held by a small number of shareholders — it does not have to publish its statements for the world to see. A corporation is run day to day by managers but is legally overseen by a board of directors, a group of persons, elected by the shareholders, who are responsible for the operation of the corporation.

Non-Profits and Co-operatives

Not every organization exists to make its owners richer. A non-profit organization uses any surplus of revenue over expenses to further its mission (a charity, a community centre, a sports league) instead of paying it out to owners. Credit unions are a well-known example: non-profit organizations similar to a bank that are operated by, and for the benefit of, their members. A co-operative is owned and controlled by the people who use its services — members typically get one vote each, regardless of how much they've invested, and profits are returned to members based on how much they used the co-op rather than how many shares they hold.

FormOwned byLiabilityTypical use
Sole proprietorshipOne personUnlimited (personal)Small shop, tradesperson, freelancer
General partnershipTwo or more peopleUnlimited for all partnersLaw firm, small accounting firm
Limited partnershipGeneral + limited partnersUnlimited for general; limited for limited partnersReal estate or investment ventures
Corporation (private)A small group of shareholdersLimited to investmentFamily-owned incorporated business
Corporation (public)Any investor via the stock exchangeLimited to investmentLarge, publicly traded companies
Non-profit / co-operativeMembersUsually limitedCredit unions, community organizations
Comparing forms of business organization.
Common confusion
"Unlimited liability" does not mean the business owes more money than usual — it means creditors can pursue the owner's personal assets, not just the business's, if the business itself cannot pay. "Limited liability" means the owner's personal assets are protected.

Worked examples

Reveal one step at a time and try to beat it to the next line.

Example 1
Amir wants to start a landscaping business by himself with very little paperwork, and he's comfortable with the risk. Which form of organization fits best, and what is the main risk he is accepting?
Example 2
Two accountants, Priya and Jae, want to open a firm together and share the profits, but Jae also has a wealthy uncle who wants to invest money without doing any of the work or taking on personal risk beyond his investment. Recommend a structure.

Where marks get lost

  • Thinking a partnership automatically means every partner has limited liability — only limited partners in a limited partnership do; general partners never do.
  • Confusing "public" with "government-owned" — a public corporation just means its shares are publicly traded on a stock exchange, not that the government owns it.
  • Forgetting that a corporation is a separate legal entity, so its debts belong to the corporation, not automatically to its shareholders.
  • Assuming a partnership agreement is optional paperwork rather than the document that protects each partner if there's a dispute.
  • Mixing up non-profit with "makes no money" — a non-profit can earn a surplus, it just cannot distribute that surplus to owners as profit.

Flashcards 10

Sole proprietorship
Partnership
General partnership
Limited partnership
+ 6 more

Practice

1
Which owner risks their personal house if the business cannot pay its debts?
2
A private corporation differs from a public corporation mainly because it...
3
What is the main disadvantage of a sole proprietorship compared to a corporation?
4
Match each term to its definition.
General partner
Limited partner
Shareholder
Board of directors
5
Order these forms from least to most personal liability risk for the owner(s): private corporation, general partnership, sole proprietorship, limited partner's share in a limited partnership.
  1. 1Limited partner's share
  2. 2Sole proprietorship
  3. 3General partnership
  4. 4Private corporation
6
Name two things a partnership agreement should specify.
7
A co-operative is best described as a business that is...
8
A general partnership has 3 general partners. If the business owes a creditor $9,000 and has no assets left to pay it, how many of the 3 partners could legally be pursued for the full $9,000 shortfall?

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