Cole, Rebel (2011): How do firms choose legal form of organization?
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In this study, we analyze the firm’s choice of legal form of organization (“LFO”). We find that only about one in three firms begins operations as a proprietorship, while almost as many begin as limited-liability companies and as corporations. Moreover, this distribution is remarkably stable over the first four years of the firm’s life. Fewer than one in ten firms changes LFO during its first four years. Those that do change LFO disproportionately move to a more complex form, primarily from proprietorship to a form with limited liability. Our analysis of the firm’s initial choice of LFO reveals that a firm is more likely to choose a more complex LFO when the firm is more complex as proxied by employment size, by offering more complex employee benefit plans, and by offering trade credit. A more complex initial LFO also is more likely when the firm is more highly levered and when its primary owner is more educated; but is less likely when the firm is more profitable, has more tangible assets, uses personal loans for firm financing and when its primary owner is female. Our analysis of the decision to change LFO finds that firms initially organized as LLCs or S-corporations are less likely, while Partnerships are more likely, to change LFO than are Proprietorships or C-corporations. Firms that increase employment or change location between a residence and rented/ purchased space, are more likely to change LFO, as are smaller and more profitable firms. Firms that experience a change in the number of owners (up or down), a decrease in the ownership of the primary owner or a change in industrial classification are more likely to change LFO. Of those firms changing LFO, the choice of a more complex LFO is more likely when the firm has changed location, experienced an increase in the number of owners or the ownership share of the primary owner, but is less likely when the firm has experienced a decrease in the number of owners.
|Item Type:||MPRA Paper|
|Original Title:||How do firms choose legal form of organization?|
|Keywords:||corporation; entrepreneurship; Kauffman Firm Survey; LLC; legal form of organization; organizational form; partnership; proprietorship; small business; start-up|
|Subjects:||G - Financial Economics > G3 - Corporate Finance and Governance > G32 - Financing Policy ; Financial Risk and Risk Management ; Capital and Ownership Structure ; Value of Firms ; Goodwill|
|Depositing User:||Prof. Rebel Cole|
|Date Deposited:||05. Aug 2011 20:42|
|Last Modified:||13. Feb 2013 00:03|
Allen, Franklin and Peter D. Sherer. (1995). The Design and Redesign of Organizational Form. In Redesigning the Firm, E. Bowman and B Kogut, editors. Oxford University Press.
Arrow, Kenneth J. (1971). Control in Large Organizations: Essays in the Theory of Risk-Bearing, Markham Publishing Co.
Arrow, Kenneth J. (1974). The Limits of Organizations. New York, Norton and Company, Inc.
Ballard, Charles, John Shoven, and John Whalley. (1985). The Total Welfare Cost of the United States Tax System: A General Equilibrium Approach. National Tax Journal 38 (2), 125–140.
Ballou, Janice, David DesRoches, Zhanyun Zhao, and Frank Potter. (2007) Meeting the Challenges of Designing the Kauffman Firm Survey: Sampling Frame, Definitions, Questionnaire Development, and Respondent Burden. Proceedings of the International Conference on Establishment Surveys, Proceedings. Montreal, Quebec, 2007.
Berle, Adolf A. and Gardiner C. Means. (1932). The Modern Corporation and Private Property. New York, Macmillan Publishing Co.
Coase, Ronald H. (1937). The Nature of the Firm. Economica 4, 386–405.
Cole, Rebel A. and Hamid Mehran. (2010). Gender and the Availability of Credit to Privately Held Firms: Evidence from the Surveys of Small Business Finances (March 15, 2010). FRB of New York Staff Report No. 383. Available at SSRN: http://ssrn.com/abstract=1354781.
Coleman, Susan and Alicia Robb. (2009). A Comparison of New Firm financing by Gender: Evidence from the Kauffman Firm Survey Data. Small Business Economics 33, 397-411.
Demirguc-Kunt, Asli, Inessa Love, and Vojislav Maksimovic. (2006). Business Environment and the Incorporation Decision. Journal of Banking and Finance 30, 2967–2993
DesRoches, David, and Tom Barton. (2007). Minimizing Non-Response in a Survey of New businesses. Proceedings of the International Conference on Establishment Surveys, Proceedings.Montreal, Quebec.
DesRoches, David, Tom Barton, and Janice Ballou. (2007). Understanding Web Completion in a Survey of New Business. Proceedings of the International Conference on Establishment Surveys, Proceedings. Montreal, Quebec, 2007.
DesRoches, David, Tom Barton, Janice Ballou, Frank Potter, Zhanyun Zhao, Betsy Santos, and Jaceey Sebastian. (2007). Kauffman Firm Survey (KFS) Baseline Methodology Report. October 24, 2007. Available at SSRN: www.ssrn.com/abstract=1024045.
DesRoches, David, Alicia Robb, and Timothy Mulcahy. (2010). Kauffman Firm Survey (KFS) - Baseline/First/Second/Third/Fourth Follow-Ups: Study Metadata Documentation. Available at SSRN: http://ssrn.com/abstract=1024312.
Easterbrook, Frank H. And Danile R. Fischel. (1985). Limited Liability and the Corporation. University of Chicago Law Review 52, 89–117.
Fairlie, Robert W., and Alicia M. Robb. (2009). Gender differences in business performance: Evidence from the Characteristics of Business Owners Survey. Small Business Economics 33: 375-395.
Fama, Eugene F. (1980). Agency Problems and the Theory of the Firm. Journal of Political Economy 88: 288-307.
Fama, Eugene F. and Michael C. Jensen. (1983a). Agency Problems and Residual Claims. Journal of Law and Economics 26: 327-349.
Fama, Eugene F. and Michael C. Jensen. (1983b). Separation of Ownership and Control. Journal of Law and Economics 26: 301-325.
Goolsbee, Austin. (1998). Taxes, Organizational Form and the Deadweight Loss of the Corporate Income Tax. Journal of Public Economics 69: 143– 152.
Goolsbee, Austin. (2004). The Impact of the Corporate Income Tax: Evidence from State Organizational Form Data. Journal of Public Economics 88: 2283-2299.
Gordon, Robert, and Jeffrey Mackie-Mason. (1990). Effects of the tax reform act of 1986 on corporate financial policy and organizational form. In: Slemrod, J. (Ed.), Do Taxes Matter. MIT Press, Cambridge, Mass.: pp. 91-131.
Gordon, Robert, and Jeffrey Mackie-Mason. (1994). Tax Distortions to the Choice of Organizational Form. Journal of Public Economics 55: 279– 306.
Gordon, Robert, and Jeffrey Mackie-Mason. (1997). Taxes and the Choice of Organizational Form. Journal of Finance: 477– 505.
Gravelle, Jane, and Lawrence Kotlikoff. (1988). Does the Harberger Model Greatly Understate the Excess Burden of the Corporate Income Tax? NBER Working Paper # 2742.
Gravelle, Jane, and Lawrence Kotlikoff. (1989). The Incidence and Efficiency Costs of Corporate Taxation When Corporate and Noncorporate Firms Produce the Same Good. Journal of Political Economy 97: 749– 780.
Gravelle, Jane, and Lawrence Kotlikoff. (1993). Corporate tax incidence and inefficiency when corporate and noncorporate goods are close substitutes. Economic Inquiry, 501-516.
Harhoff, Dietmar, Konrad Stahl, and Michael Woywode. (1998). Legal Form, Growth and Exit of West-German firms—Empirical Results for Manufacturing, Construction, Trade, and Service Industries. Journal of Industrial Economics 46: 453–488.
Heckman, James. (1979). Sample Selection as Specification Error. Econometrica 47: 153-161.
Jensen, Michael C. and William H. Meckling. (1976). "Theory of the Firm: Managerial Behavior, Agency Costs, and Ownership Structure." Journal of Financial Economics 3: 305-360.
Robb, Alicia, and David DesRoches. (2009). Kauffman Firm Survey: Baseline/First/Second Follow-up. Available at www.ssrn.com/abstract=1024312.
Smith, Adam. (1776). The Wealth of Nations. Edited by Edwin Cannan, 1904. Reprint edition 1937. New York, Modern Library.
Shane, Scott, Alicia Robb, David DesRoches, and Timothy Mulcahy. (2007). Kauffman Firm Survey (KFS) 2005/2006—Baseline/First Follow-Up: Study Metadata Documentation. www.ssrn.com/abstract=1024312.
Scholes, Myron, and Mark Wolfson. (1990). The effects of changes in tax laws on corporate reorganization activity. Journal of Business 63, S141–S164.
Scholes, Myron, and Mark Wolfson. (1991). The Role of Tax Rules in the Recent Restructuring of U.S. Corporations. In: Bradford, D. (Ed.), Tax Policy and the Economy, vol. 5. MIT Press, Cambridge, MA: 1–25.
Scholes, Myron, Mark Wolfson, Merle Erickson, Edward Maydew, and Terry Shevlin. (2002). Taxes and Business Strategy: A Planning Approach. Prentice-Hall, Englewood Cliffs.
Shoven, John. (1976). The incidence and efficiency effects of taxes on income from capital. Journal of Political Economy 84: 1241– 1283.
Williamson, Oliver E. (1981). The Modern Corporation: Origins, Evolution, Attributes. Journal of Economic Literature 19: 1537-1568.
Winton, Andrew, 1993. Limitation of Liability and the Owner Structure of the Firm. Journal of Finance 48: 487–512.