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Business Law - Corporations Flashcards

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13747817731Corporationan artificial being created by state statutes and operations of law, with an existence separate from the individuals who own and operate it0
13747834054Running a CorporationShareholders 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 death1
13747853858AdvantagesLimited Liability Centralized management with supervision Ability to raise capital and issue stock Ability to transfer shares2
13747866185DisadvantagesExpensive Many formalities (annual meetings, minutes, books and records) Regulations requiring accountants and attorneys3
13747886328Corporate Veilthe 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 requirements4
13747910869TaxationCorporate profits are taxable and shareholders report dividends on their personal income taxes Double taxation5
13747926355Corporate ProfitsDividends - distributed to shareholders Retained Earnings - retaining profits in order to bump up stock prices, invest in a new product, purchase a new property6
13747941677Constitutional RightsFreedom 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
13750709663Promotera 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 incorporation8
13750786297Prospectusissued by the promoter, describing financial operations of the corporation9
13750808658Contracts and Promoterswhen 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 novation10
13750838774IncorporationA corporation can only be incorporated in a single state11
13750843700Articles of incorporationThe basic governing document of the corporation Name must be distinguishable from all others in the state12
13750856058BylawsDeveloped at the first organizational meeting where the incorporators call a meeting of the initial board of directors13
13750868031Stockan equity security that represents a purchase of a share of ownership of a corporation14
13750895018Public Corporationcreated by the government to serve a specific purpose, such as a school, hospital, or museum15
13750904693S-Corporationincome 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 shareholders16
13750920730The Benefit Corporationstatutory 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 environment17
13750941283Social Purpose Corporationa more focused public policy goal to create a public benefit, such as an organization promoting the arts18

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