13747817731 | Corporation | an artificial being created by state statutes and operations of law, with an existence separate from the individuals who own and operate it | 0 | |
13747834054 | Running a Corporation | Shareholders at the owners of the corporation Shareholders elect a board of directors to oversee the overall management of the corporation Officers are employed by the board of directors This separation gives the corporation perpetual existence because the shareholders' shares pass down to their heirs upon death | 1 | |
13747853858 | Advantages | Limited Liability Centralized management with supervision Ability to raise capital and issue stock Ability to transfer shares | 2 | |
13747866185 | Disadvantages | Expensive Many formalities (annual meetings, minutes, books and records) Regulations requiring accountants and attorneys | 3 | |
13747886328 | Corporate Veil | the limited liability of shareholders can be pierced, allowing the wrongdoers to be sued individually, if: The individuals are acting like the corporation (alter ego doctrine) The corporation was never intended to make a profit Personal and corporate interests are commingled The corporate does not observe statutory requirements | 4 | |
13747910869 | Taxation | Corporate profits are taxable and shareholders report dividends on their personal income taxes Double taxation | 5 | |
13747926355 | Corporate Profits | Dividends - distributed to shareholders Retained Earnings - retaining profits in order to bump up stock prices, invest in a new product, purchase a new property | 6 | |
13747941677 | Constitutional Rights | Freedom of Speech Freedom from searches and seizures No fifth amendment protection against self-incrimination No privileges and immunities clause (corporations must register to do business in other states) | 7 | |
13750709663 | Promoter | a person who conceives of, organizes, and begins establishing the corporation Steps include: Issuing a prospectus Finding investors Making contracts with attorneys and accountants Securing a corporate charter to file articles of incorporation | 8 | |
13750786297 | Prospectus | issued by the promoter, describing financial operations of the corporation | 9 | |
13750808658 | Contracts and Promoters | when a promoter signs a contract, they are personally liable for those contracts. If the corporation never comes in to existence, the promoter has personal liabilities for contracts unless they are personally exempt The corporation becomes liable to the promoter's contract only if there's an agreement to take over the contract and if the parties enter in to a novation | 10 | |
13750838774 | Incorporation | A corporation can only be incorporated in a single state | 11 | |
13750843700 | Articles of incorporation | The basic governing document of the corporation Name must be distinguishable from all others in the state | 12 | |
13750856058 | Bylaws | Developed at the first organizational meeting where the incorporators call a meeting of the initial board of directors | 13 | |
13750868031 | Stock | an equity security that represents a purchase of a share of ownership of a corporation | 14 | |
13750895018 | Public Corporation | created by the government to serve a specific purpose, such as a school, hospital, or museum | 15 | |
13750904693 | S-Corporation | income is only taxed at the individual level so that there is no double taxation Requirements: Must be incorporated in the U.S Can only be owned by individuals, estates, and certain trust No more than 100 shareholders Only one class of stock No nonresident alien shareholders | 16 | |
13750920730 | The Benefit Corporation | statutory purpose is for general public benefit, broadly stated public policy goals, purpose is to pursue general public benefit defined as a material, positive effect on society and the environment | 17 | |
13750941283 | Social Purpose Corporation | a more focused public policy goal to create a public benefit, such as an organization promoting the arts | 18 |
Business Law - Corporations Flashcards
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