1、商業組織形式
Many businesses are operated through a separate entity such as a corporation, limited partnership or limited liability company. Most legal jurisdictions allow people to organize such an entity by filing certain charter documents with the relevant Secretary of State or equivalent and complying with certain other ongoing obligations. The relationships and legal rights of shareholders, limited partners, or members are governed partly by the charter documents and partly by the law of the jurisdiction where the entity is organized. Generally speaking, shareholders in a corporation, limited partners in a limited partnership, and members in a limited liability company are shielded from personal liability for the debts and obligations of the entity, which is legally treated as a separate “person”. This means that unless there is misconduct, the owner’s own possessions are strongly protected in law, if the business does not succeed.
2、商業的九大基本類型
There are many types of businesses, and, as a result, businesses can be classified in many ways. One of the most common focuses on the primary profit-generating activities of a business:
1.Manufacturers produce products, from raw materials or component parts, which they then sell at a profit. Companies that make physical goods, such as cars or pipes, are considered manufacturers.
2.Service businesses offer intangible goods or services and typically generate a profit by charging for labor or other services provided to government, other businesses or consumers. Organizations ranging from house decorators to consulting firms to restaurants and even to entertainers are types of service businesses.
3.Retailers and distributors act as middle-men in getting goods produced by manufacturers to the intended consumer, generating a profit as a result of providing sales or distribution services. Most consumer-oriented stores and catalogue companies are distributors or retailers.
4.Agriculture and mining businesses are concerned with the production of raw material, such as plants or minerals.
5.Financial businesses include banks and other companies that generate profit through investment and management of capital.
6.Information businesses generate profits primarily from the resale of intellectual property and include movie studios, publishers and packaged software companies.
7.Utilities produce public services, such as heat, electricity, or sewage treatment, and are usually government chartered.
8.Real estate businesses generate profit from the selling, renting, and development of properties, homes, and buildings.
9.Transportation businesses deliver goods and individuals from location to location, generating a profit on the transportation costs.
3、影響商業組織形式的五大主要因素
1.The size and scope of the business, and its anticipated management and ownership. Generally a smaller business is more flexible, while larger businesses, or those with wider ownership or more formal structures, will usually tend to be organized as partnerships or （more commonly） corporations. In addition, a business which wishes to raise money on a stock market or to be owned by a wide range of people will often be required to adopt a specific legal form to do so.
2.The sector and country. Private profit making businesses are different from government owned bodies. In some countries, certain businesses are legally obliged to be organized certain ways.
3.Limited liability. Corporations, limited liability partnerships, and other specific types of business organizations protect their owners from business failure by doing business under a separate legal entity with certain legal protections. In contrast, unincorporated businesses or persons working on their own are usually not so protected.
4.Tax advantages. Different structures are treated differently in tax law, and may have advantages for this reason.
5.Disclosure and compliance requirements. Different business structures may be required to make more or less information public （or reported to relevant authorities）, and may be bound to comply with different rules and regulations.
4、運作商業時要考慮的三大因素
A few relevant factors to consider in deciding how to operate a business include:
1.General partners in a partnership （other than a limited liability partnership）, plus anyone who personally owns and operates a business without creating a separate legal entity, are personally liable for the debts and obligations of the business.
2.Generally, corporations are required to pay tax just like “real” people. In some tax systems, this can give rise to so-called double taxation, because first the corporation pays tax on the profit, and then when the corporation distributes its profits to its owners, individuals have to include dividends in their income when they complete their personal tax returns, at which point a second layer of income tax is imposed.
In most countries, there are laws which treat small corporations differently from large ones. They may be exempt from certain legal filing requirements or labor laws, have simplified procedures in specialized areas, and have simplified, advantageous, or slightly different tax treatment.
3.In order to “go public” （sometimes called IPO）—which basically means to allow a part of the business to be owned by a wider range of investors or the public in general—you must organize a separate entity, which is usually required to comply with a tighter set of laws and procedures. Most public entities are corporations that have sold shares, but increasingly there are also public LLCs that sell units （sometimes also called shares）, and other more exotic entities as well.
5、商業法
Most commercial transactions are governed by a very detailed and well-established body of rules that have evolved over a very long period of time, it being the case that governing trade and commerce was a strong driving force in the creation of law and courts in Western civilization.
As for other laws that regulate or impact businesses, in many countries it is all but impossible to chronicle them all in a single reference source. There are laws governing treatment of labor and generally relations with employees, safety and protection issues （OSHA or Health and Safety）, anti-discrimination laws （age, gender, disabilities, race, and in some jurisdictions, sexual orientation）, minimum wage laws, union laws, workers compensation laws, and annual vacation or working hours time.
In some specialized businesses, there may also be licenses required, either due to special laws that govern entry into certain trades, occupations or professions, which may require special education, or by local governments who just want your money. Professions that require special licenses run the gamut from law and medicine to flying airplanes, to selling liquor, to radio broadcasting, to selling investment securities, to selling used cars, to roofing. Local jurisdictions may also require special licenses and taxes just to operate a business without regard to the type of business involved.
Some businesses are subject to ongoing special regulation. These industries include, for example, public utilities, investment securities, banking, insurance, broadcasting, aviation, and health care providers. Environmental regulations are also very complex and can impact many kinds of businesses in unexpected ways.
6、商業相關法律
As noted at the beginning, it is impossible to enumerate all of the types of laws and regulations that impact on business today. In fact, these laws have become so numerous and complex, that no business lawyer can learn them all, forcing increasing specialization among corporate attorneys. It is not unheard of for teams of 5 to 10attorneys to be required to handle certain kinds of corporate transactions, due to the sprawling nature of modern regulation. Commercial law spans general corporate law, employment and labor law, healthcare law, securities law, M&A law （who specialize in acquisitions）, tax law, ERISA law （ERISA in the United States governs employee benefit plans）, food and drug regulatory law, intellectual property law （specializing in copyrights, patents, trademarks and such）, telecommunications law, and more.
In Thailand, for example, it is necessary to register a particular amount of capital for each employee, and pay a fee to the government for the amount of capital registered. There is no legal requirement to prove that this capital actually exists, the only requirement is to pay the fee. Overall processes like this are detrimental to the development and GDP of a country, but often exist in “feudal” developing countries.
7、商業的政治風險
Political risk is a broad term to collectively describe the risks companies and investors face due to the exercise of political power. These include potential losses from expropriation, nationalization and regulatory changes, as well as the potential risk of a government or government agency not honoring a contract. Political risks also include potential losses due to riots, civil-war and terrorism, as well as soft threats such as reputation damage and firm specific boycotts. Political risks are sometimes divided into country specific risks （which affect all companies operating within a particular country） and investment specific risks （such as discriminatory regulations）. Political risks to portfolio investors tend to be country specific whereas political risks to foreign direct investors and individual companies tend to be investment specific. It is the company’s chief financial officer or the risk manager who is responsible for assessing a company’s exposure to political risks, as well as to develop specific risk mitigation strategies. Companies frequently outsource the country analysis to political risk advisory firms, which specialize in assessing these types of risks. Companies may also develop relations with relevant authorities and community groups to mitigate investment specific risks. Political risk insurance, also called export credit insurance, is another way to mitigate political risks. Most governments as well as the World Bank provide political risk insurance to encourage investment in emerging markets.
8、商業的知識產權
Businesses often have important “intellectual property” that needs protection from competitors in order for the company to stay profitable. This could require patents or copyrights or preservation of trade secrets. Most businesses have names, logos and similar branding techniques that could benefit from trademarking. Patents and copyrights in the United States are largely governed by federal law, while trade secrets and trademarking are mostly a matter of state law. Because of the nature of intellectual property, a business needs protection in every jurisdiction in which they are concerned about competitors. Many countries are signatories to international treaties concerning intellectual property, and thus companies registered in these countries are subject to national laws bound by these treaties.
9、自由貿易
Free trade is a market model in which trade in goods and services between or within countries flow unhindered by government-imposed restrictions. Restrictions to trade include taxes and tariffs, and other non-tariff barriers, such as legislation and quotas. Trade liberalization entails reductions to these trade barriers.
One of the strongest arguments for free trade was in the analysis of comparative advantage. Comparative advantage explains how trade will benefit both parties （countries, regions, or individuals） if they have different opportunity costs of production.
Free Trade can be contrasted with protectionism, which is the economic policy of restricting trade between nations. Trade may be restricted by high tariffs on imported or exported goods, restrictive quotas, a variety of restrictive government regulations designed to discourage imports, and anti-dumping laws designed to protect domestic industries from foreign take-over or competition.
10、自由貿易的八大內涵
Free trade is a term in economics and government that includes:
1.Trade of goods without taxes （including tariffs） or other trade barriers （e.g., quotas on imports or subsidies for producers）
2.Trade in services without taxes or other trade barriers
3.The absence of trade-distorting policies （such as taxes, subsidies, regulations or laws） that give some firms, households or factors of production an advantage over others
4.Free access to markets
5.Free access to market information
6.Inability of firms to distort markets through government-imposed monopoly or oligopoly power
7.The free movement of labor between and within countries
8.The free movement of capital between and within countries
11、自由貿易和貿易保護
Traditionally agricultural interests are usually in favor of free trade while manufacturing sectors often support protectionism. This has changed somewhat in recent years, however. In fact, agricultural lobbies, particularly in the United States, Europe and Japan, are chiefly responsible for particular rules in the major international trade treaties which allow for more protectionist measures in agriculture than for most other goods and services.
During recessions there is often strong domestic pressure to increase tariffs to protect domestic industries. This occurred around the world during the Great Depression. Many economists have attempted to portray tariffs as the underlining reason behind the collapse in world trade that many believe seriously deepened the depression.
The regulation of international trade is done through the World Trade Organization at the global level, and through several other regional arrangements such as MERCOSUR in South America, NAFTA between the United States, Canada and Mexico, and the European Union between 27independent states. The 2005Buenos Aires talks on the planned establishment of the Free Trade Area of the Americas （FTAA） failed largely due to opposition from the populations of Latin American nations. Similar agreements such as the MAI （Multilateral Agreement on Investment） have also failed in recent years.
12、自由貿易區
A free trade zone （FTZ） or export processing zone （EPZ） is one or more special areas of a country where some normal trade barriers such as tariffs and quotas are eliminated and bureaucratic requirements are lowered in hopes of attracting new business and foreign investments. Free trade zones can be defined as labor intensive manufacturing centers that involve the import of raw materials or components and the export of factory products.
Most FTZs are located in developing countries. Bureaucracy is typically minimized by outsourcing it to the FTZ operator and corporations setting up in the zone may be given tax breaks as an additional incentive. Usually, these zones are set up in underdeveloped parts of the host country, the rationale being that the zones will attract employers and thus reduce poverty and unemployment and stimulate the area’s economy. These zones are often used by multinational corporations to set up factories to produce goods （such as clothing or shoes）.
13、對自由貿易區的批評
The creation of special free trade zones is criticized for encouraging businesses to set up operations under the influence of often corrupt governments, and giving foreign corporations more economic liberty than is given indigenous employers who face large and sometimes insurmountable “regulatory” hurdles in developing nations. However, many countries are increasingly allowing local entrepreneurs to locate inside FTZs in order to access export-based incentives. The multinational corporation is able to choose between a wide range of underdeveloped or depressed nations in setting up overseas factories, and most of these countries do not have limited governments, bidding wars erupt between competing governments.
Often the government pays part of the initial cost of factory set-up, loosens environmental protections and rules regarding negligence and the treatment of workers, and promises not to ask payment of taxes for the next few years. When the taxation-free years are over, the corporation which set up the factory without fully assuming its costs is often able to set up operations elsewhere for less expense than the taxes to be paid, giving it leverage to take the host government to the bargaining table with more demands in order for it to continue operations in the country. Often if human rights, labor or environmental abuses are challenged, subcontracted local entities may face consequences, but parent companies in the United States are rarely held accountable.
14、美國曆史上對自由貿易的反對
Beginning with 1st U.S. Secretary of the Treasury Alexander Hamilton’s “Report on Manufactures”, in which he advocated tariffs to help protect infant industries, including bounties （subsidies） derived in part from those tariffs, the United States was the leading nation opposed to “free trade” theory. Throughout the 19th century, leading statesmen of U.S. including Senator Henry Clay continued Hamilton’s themes within the Whig Party under the name “American System”. The opposition Democratic Party contested several elections throughout the 1830s, 1840s, and 1850sin part over the issue of the tariff and protection of industry. The Democratic Party favored moderate tariffs and the Whig’s favored higher protective tariffs which won the elections of 1840and 1848
respectively. The leading economist in the United States at this time, Henry Charles Carey, became the leading proponent of the “American System” of economics as it had developed in opposition to the “free trade” system which he called the “British System” as was proposed by Adam Smith and advocated by the British Empire. His book Harmony of Interests together with German-American economist Friedrich List in his scholarly work became widely read and disseminated in America and Germany, leading the German Historic School economists to embrace a similar anti-free trade approach which was embraced by Chancellor Bismarck in the late 1800s. The fledgling Republican Party led by Abraham Lincoln who called himself a “Henry Clay tariff Whig” strongly opposed free trade when formed and implemented at 44percent tariff during the Civil War in part to pay for the building of the Union-Pacific Railroad, the war effort, and to protect American industry.
15、美國前總統威廉·麥金萊對自由貿易的觀點
President William McKinley stated the United States’ stance under the Republican Party as thus:
“Under free trade the trader is the master and the producer the slave. Protection is but the law of nature, the law of self-preservation, of self-development, of securing the highest and best destiny of the race of man. ［It is said］ that protection is immoral... Why, if protection builds up and elevates 63,000,000［the U.S. population］ of people, the influence of those 63,000,000of people elevates the rest of the world. We cannot take a step in the pathway of progress without benefiting mankind everywhere. Well, they say, ‘Buy where you can buy the cheapest’... Of course, that applies to labor as to everything else. Let me give you a maxim that is a thousand times better than that, and it is the protection maxim:‘Buy where you can pay the easiest.’ And that spot of earth is where labor wins its highest rewards.”
16、貿易保護主義及其七大實現形式
Protectionism is the economic policy of restraining trade between nations, through methods such as tariffs on imported goods, restrictive quotas, a variety of restrictive government regulations designed to discourage imports, and anti-dumping laws in an attempt to protect domestic industries in a particular nation from foreign take-over or competition. This is closely aligned with anti-globalization, and contrasts with free trade, where no artificial barriers to entry are instituted.
The term is mostly used in the context of economics, where protectionism refers to policies or doctrines which “protect” businesses and living wages by restricting or regulating trade between foreign nations:
1.Subsidies—to protect existing businesses from risk associated with change, such as costs of labor, materials, etc.
2.Protective tariffs—to increase the price of a foreign competitor’s goods （including restrictive quotas, and anti-dumping measures） on par or higher than domestic prices.
3.Quotas—to prevent dumping of cheaper foreign goods that would overwhelm the market.
4.Tax cuts—alleviation of the burdens of social and business costs
5.Intervention—the use of state power to bolster an economic entity
6.Trade restriction
7.Exchange rate
17、貿易保護主義的內涵
Protectionism can be described as the economic means to achieve the political goal of an independent nation. The opposite of protectionism, free trade, is the economic means to achieve the political goal of interdependent nations. Protectionism has frequently been associated with economic theories such as mercantilism, the belief that it is beneficial to maintain a positive trade balance, and import substitution.