2011年ESL之商务英语 17 Types of Business Entities（打印版）

2011年ESL之商务英语 17 Types of Business Entities（在线收听）

17 Types of Business Entities

GLOSSARY

tax accountant – a person who helps many clients record their financialtransactions and fill out forms for paying taxes

* Tax accountants have to work a lot of hours in March and April right beforetaxes are due, but they have more free time during the rest of the year.

business entity – a single business and especially the way it is structured

* How many new business entities are created each year on average?

mom-and-pop – owned by a married couple; referring to a family-ownedbusiness

* Kianka creates graphic designs for mom-and-pop businesses that aren’t bigenough to hire full-time graphic designers.

tax implication – the way that a particular action or decision results in onepaying higher or lower taxes

* Because of the tax implications, it’s better to get married in December than inJanuary.

liability issue – related to concerns about being sued, having risk, or beingblamed for something and having to pay money as a result

* Any business that works with young children has a lot of liability issues.

to sue – to take someone to court and legally demand money from him or herbecause one believes one has been hurt by something that he or she has done

* You can be sued if your dog bites someone.

safeguard – a precaution; something that one does to protect oneself fromsomething that might happen

* Should we buy travel insurance as a safeguard in case our flight is canceled?

lawsuit – a legal case; the process through which one person legally demandsmoney from another person after being hurt by something he or she has done,where a judge decides whether and how much money should be paid

* Dorian filed a lawsuit against his employer for not having provided appropriatesafety equipment at the factory where he worked.

to bankrupt – to make a person or business very poor by taking away all themoney

* Feeding four teenage boys is going to bankrupt us!

corporation – a large company that legally is separate from its owners

* Twenty years ago, Jodi never imagined that her small business would becomesuch a large corporation.

LLC – limited liability company; a type of business entity that has somecharacteristics of a corporation and some characteristics of a partnership

* We decided to form an LLC so that if the company were ever sued, at least wewouldn’t lose our home and personal savings accounts.

sole proprietor – a person who is the only owner of a business and receives allthe profits, but is also responsible for all the debts and liabilities

* Do you work as a sole proprietor, or are you on the company’s payroll?

to go into business with (someone) – to open a business with another person;to start a business by sharing the costs (and future profits) with another person

* They met in college and always talked about how much fun it would be to gointo business together.

partner – a person with whom one works closely, especially a person whoshares ownership of a business or project

* Your proposal sounds interesting, but I can’t agree to it before speaking with mypartner.

transferring of interests – the process of giving away or selling one’s partialownership of something to another person

* They were best friends while they owned the business together, but whenMarlah decided she wanted to do something else, they started fighting over thetransferring of interests.

duration – how long something lasts; the period of time when something existsor is active or applicable

* They’ve agreed to provide free technical support for the duration of the contract.

lawyer – attorney; a person who has studied the law and received a license andwhose job is to advise other people about the law, write contracts, and more

* When Gregory was arrested, the first thing he did was hire a lawyer.

COMPREHENSION QUESTIONS

1. According to Ron, what’s the main reason to choose the right business entity?

a) The business owner can pay lower taxes.

b) The business owner can avoid going bankrupt.

c) The business owner can expand more easily.

2. Which of these business entities is not an option for Marcela?

a) A corporation.

b) An LLC.

c) A sole proprietorship.

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WHAT ELSE DOES IT MEAN?

to sue

The verb “to sue,” in this podcast, means to take someone to court and legallydemand money from him or her because one believes one has been hurt bysomething that he or she has done: “Harvey is going to sue his former employerfor firing him unfairly.” The phrase “to sue for damages” emphasizes that one istaking someone to court in order to receive money: “I know you’re upset that yourhome was destroyed, but you can’t sue the city for damages just because itwasn’t able to warn you a hurricane was coming.” Finally, the phrase “to sue forlibel” means to take someone to court and demand money because that personwrote things that were untrue about oneself: “How can those tabloid newspapersprint those kinds of stories? You’d think the celebrities would sue them for libel.”

interests

In this podcast, the phrase “the transferring of interests” means the process ofgiving away or selling one’s partial ownership of something to another person:

“When Renee and Akish filed for divorce, the lawyers spent a lot of timediscussing the transferring of interests in their family-owned business.” Thephrase “to take an interest in (something)” means to be interested in something:

“I didn’t know you took an interest in karate.” The phrase “to lose interest in(something)” means to no longer be interested in something: “She used to watchthe show, but over time she lost interest in it.” Finally, the phrase “to pique(one’s) interest” means to do or say something to attract someone’s attention andmake him or her interested in something: “This advertising campaign is designedto pique young men’s interest in cologne.”

CULTURE NOTE

Common Business Entity AbbreviationsBusiness names contain many common “abbreviations” (shortened versions of aword). Sometimes they are “omitted” (left out), but other times they are said“aloud” (in a speaking voice) as part of the name.

For example, we often see the words “Nike, Inc.” where the “Inc.” “stands for” (isan abbreviation for) “incorporated,” but we rarely say that part. Instead, we justrefer to the company as “Nike.” However, you could pronounce the abbreviationas “ink” and people would understand what was meant.

The abbreviation “Corp.” (for “corporation”) sometimes follows business names,and it might be pronounced as “corp” if it isn’t just omitted. However, forbusiness names that end in “Co.” (for “company”), “Co.” is “rarely” (not veryoften) pronounced, either as “co” or “company.”

However, if a company name ends in “Co., Ltd.,” both words would bepronounced “in full” (without an abbreviation; without shortening). For example,when talking about “Pepsi Co., Ltd.,” most people would probably just say“Pepsi,” but if they wanted to be more formal, they could say “Pepsi Company,Limited.” But you would almost never see that “written out” (put in writing as fullwords, without abbreviations).

When referring to a limited liability corporation, sometimes you can see theabbreviation “LLC” after the company’s name. “Occasionally” (sometimes) youmight hear someone say the letters, “L-L-C” after the name of the company, butyou would almost never hear someone say “limited liability company.” The mostlikely “scenario” (situation) would be to hear only the name of the company,without “LLC.”

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Comprehension Questions Correct Answers: 1 – b; 2 – c

COMPLETE TRANSCRIPT

Welcome to English as a Second Language Podcast number 712: Types ofBusiness Entities.

This is English as a Second Language Podcast episode 712. I’m your host, Dr.

Jeff McQuillan, coming to you from the Center for Educational Development inbeautiful Los Angeles, California.

Our website is eslpod.com. Support this podcast by becoming an ESL Podcastmember. When you do, you’ll get our Learning Guide for each episode that willhelp you improve your English even faster.

This episode is a dialogue between Ron and Marcela. It is about the kinds ofbusiness organizations – the legal ways of organizing your business in the UnitedStates, what we call “business entities.” Let’s get started.

[start of dialogue]

Ron: I’m only your tax accountant, but let me give you a piece of advice. Ifyou’re planning to start a business, you’ll want to carefully consider what type ofbusiness entity you want to do business under.

Marcela: Is that important? My parents ran a mom-and-pop store for 40 yearsand they never had to think about stuff like that.

Ron: I don’t know about your parents’ business, but opening a store these daysmeans having to think about the tax implications and liability issues.

Marcela: Liability issues?

Ron: Yes. What if somebody sues you? Without proper safeguards, a lawsuitcould bankrupt you and your business.

Marcela: I’d never thought of that.

Ron: You’ll probably want to consider forming a corporation or an LLC. You’ll bea sole proprietor, right? You’re not going into business with someone else, areyou?

Marcela: I’ll have two partners actually.

Ron: In that case, you’ll also want to think about things like the transferring ofinterests and the duration of the entity.

Marcela: Wow, starting a business is a lot more complicated than I thought.

Ron: My advice? Get a lawyer, and the sooner the better!

[end of dialogue]

Ron begins by saying to Marcela, “I’m only your tax accountant, but let me giveyou a piece of advice.” An “accountant” is someone takes care of your financialrecords, who makes sure that you are keeping track of what you spend and whatyou make. Usually accountants prepare tax returns – tax forms for thegovernment for your business. He, Ron, is a “tax accountant.” It’s a person whospecializes in looking at the tax situation for a business. He’s going to giveMarcela a piece of advice. A “piece of advice” is really the same as a sentenceor one statement of advice – one idea. He says, “If you’re planning to start abusiness (if you plan to start a business), you’ll want to carefully consider whattype of business entity you want to do business under.” “Business entity” is theway the business is structured legally, the way that it is recognized legally,usually requiring some sort of registration with the government but not always.

Marcela says, “Is that important? My parents ran a mom-and-pop store for 40years and they never had to think about stuff like that.” “Mom and pop” standsfor mother and father. “Pop” is an informal way of referring to your father – yourdad. “Mom-and-pop” businesses are owned by a married couple – a husbandand a wife. Often, the term is used to describe family-owned businesses,businesses that perhaps the parents own and the children work in, for example.

Marcela says that her parents had a mom-and-pop store and they never thoughtabout business entities.

Ron says, “I don’t know about your parents’ business, but opening a store thesedays (meaning nowadays; today) means having to think about the taximplications and liability issues.” The way you organize your business has twoimportant consequences. One is tax implications. “Implication” is really anothername for consequences, what will happen as a result of what you do. “Tax”

refers to the money you have to pay the government for the money that youmake – the profits that you make. “Liability” has to do with whether somethinggoes wrong, and if it does who’s going to pay for it. If a customer is in your storeand they fall and hurt themselves, you, as the owner of the store, might be liable;you might have to pay for their injury. They may sue you, they may go to court – to the legal system and try to get money from you. All of these things are relatedto the general concept of liability, who’s responsible.

Marcela says, “Liability issues?” Ron says, “Yes. What if,” or imagine – “What ifsomebody sues you?” “To sue” (sue), as I mentioned, is to take someone tocourt, to the legal system and demand that they give you money because theydid something wrong to you. The word “sue” has other meanings in English; takea look at our Learning Guide for some additional explanations. Ron says,“Without proper safeguards, a lawsuit could bankrupt you and your business.” A“safeguard” (safeguard – one word) is something that you do to protect yourselfin case something bad happens. We might also call it a “precaution.” Forexample, I buy trip insurance – I buy travel insurance before I go on a longvacation. In case there’s problem with the plane or something goes wrong, theinsurance will pay me for the money I have lost. That is an example of asafeguard. Ron says, “Without proper (or correct) safeguards, a lawsuit couldbankrupt you.” A “lawsuit” (lawsuit – one word) is the legal process of suing you,of taking you to court, to the legal system and demanding money. That wholeprocess is called a lawsuit. “To bankrupt (someone)” means to have thebusiness or the person go to the government and say, “I don’t have any moremoney,” and this gives you a certain protection against people who are asking ordemanding money from you. However, normally the term “bankrupt,” in thecontext that we’re hearing it here, refers to a failure of your business, that yourbusiness will lose money and that you will lose your business in effect. It has alegal term – a legal definition, rather, but more generally to bankrupt somethingor someone means that they are financially ruined. It’s a disaster for them; theymay lose their business, and so forth.

Marcela said, “I’d never thought of that.” Ron says, “You’ll probably want toconsider forming a corporation or an LLC.” So, there are different types ofbusiness entities that are popular or common in the United States. One of themost common is a corporation. A “corporation” is a company that is legallyseparated from its owners in a way that protects the owners in case there’s aproblem in the business. Technically, the corporation is like another personlegally, and typically in a corporation you have people who own parts of thecorporation, what we call “shareholders,” they own a part of the corporation.

Sometimes the corporation is public and you can buy a part of the company;anyone can buy a part of the company. Big companies like Google and Appleand Microsoft are what we call “public” corporations; anyone can be part ownerby buying what are called “shares,” or stock in the company. If the company –the corporation gets sued, the personal wealth of the people who are part ownersare not at risk. That is, let’s say you have a company that has 100,000 dollars,and each of the shareholders has 200,000 dollars in their bank account. Well, if you sue the corporation, the corporation only has to pay from the 100,000dollars. It doesn’t affect the individual shareholders – the individual owners; their200,000 dollars in the bank is not something that you can get from the company.

So, the corporation separates the financial interests – the financial matters of thebusiness from the financial matters of the individual person.

A kind of corporation is called “limited liability corporation,” that’s what an “LLC”

is. Normally, we use the abbreviation “LLC.” An LLC is a kind of business that islike a corporation, but it’s also alike another kind of business entity, a partnership.

A “partnership” is when two people or a small group of people get together anddecide that each person will own part of the business, but a partnership doesn’thave the same legal protections as a corporation does. So, the LLC is sort of acombination of a corporation and a partnership.

Ron says, “You’ll be a sole proprietor, right?” A “sole proprietor” is someone whoowns the business, but doesn’t have any separate legal organization for thebusiness, so that if there’s a problem both his or her personal finances as well asthe business finances can be at risk; you could sue them. There’s no protectionfor what we would call your personal “assets,” the money and other valuablethings that you own personally. So, proprietorships do not have the sameprotections as corporations and LLCs.

Ron says, “You’re not going into business with someone else, are you?” “To gointo business with” means to open a business with someone else. Marcela says,“I’ll have two partners actually.” Once again, a “partner” is someone who agreesto work with you on the business and own the business with you. Ron says, “Inthat case (in that situation), you’ll also want to think about things like thetransferring of interests and the duration of the entity.” “To transfer interests” isto give or sell your ownership in something to another person. So let’s say youhave two partners, and they start a business together, and then one says, “Eh, Idon’t really like this business; I want to leave.” You need to have some process– some agreement about how that person can sell their interests in the company.

Their “interests” are the things that they have invested, the money that they havein the company. “Duration” has to do with how long something lasts. So theduration of a partnership would be determined by the agreement; you mightdecide we’re going to be partners for five years and then we’ll decide what to dothen.

Marcela says, “Wow, starting a business is a lot more complicated than Ithought.” Ron says, “My advice? Get a lawyer, and the sooner the better!” A“lawyer” is another word for an attorney, someone who has legal expertise –someone who’s a legal expert. He says, “Get a lawyer, and the sooner the better!” meaning the faster that you get the lawyer the better it will be for you;don’t wait, get one as soon as possible.

So that’s a little bit about business entities in the United States. Now let’s listento the dialogue at a normal rate of speed.