Terms : Hide Images
| 16192463730 | Corporation | a type of legal entity created by the state. A person in the eyes of the law with similar rights and responsibilities to that of an individual | 0 | |
| 16192480891 | Characteristics of a corporation | - not an individual nor a partnership - separate legal entity from its owners - existence at law, but not material existence - rights and duties set forth by law - agents can bind corporations - shareholder's have limited liability | 1 | |
| 16192500161 | Shareholder | a person who holds a share interest in a corporation, a part owner | 2 | |
| 16192504508 | Director | a person elected by the shareholders to manage its affairs | 3 | |
| 16192504509 | Officer | - a person elected or appointed by the directors to fill a particular office (president, secretary, etc.) - shareholders elect directors and directors appoint officers | 4 | |
| 16192555182 | Control of Corporation | - management lies with directors -shareholder's cannot bind the corporation in contract (only officers and directors) -Limited Liability | 5 | |
| 16192581306 | Limited Liability of Corporation | shareholder loss limited to investment personal assets generally are not subject to creditors | 6 | |
| 16192617434 | Methods of Incorporation | 1. Royal Charter 2. Letters Patent 3. Special Act 4. General Act | 7 | |
| 16192640630 | Royal Charter | original method used to permit a monopoly or own land (ex. Hudson's Bay Company) - royal prerogative | 8 | |
| 16192643813 | Letters Patent | a government document that creates a corporation as a legal entity | 9 | |
| 16192643814 | Special Act | a corporation created by an act of parliament or a legislature for a specific purpose - for public or quasi-purposes (ex. Canada Post) - Ultra vires: if corporation attempts to perform something outside its powers | 10 | |
| 16192647559 | General Act | a form of incorporation whereby a corporation may be created by filing specific information required by statute - used by most provinces Certificate of Incorporation - a government certificate creating the corporation | 11 | |
| 16192763594 | Doctrine of Constructive Notice | presumption at law that everyone has knowledge of the content of all statutes | 12 | |
| 16192763595 | Indoor Management Rule | a party dealing with a corporation may assume that the officers have the valid and express authority to bind the corporation | 13 | |
| 16193713653 | Floating Charge | a debt security issued by a corporation in which assets of the corporation, such as stock-in-trade, are pledged as a security. Until such time as default occurs, the corporation is free to dispose of the assets | 14 | |
| 16193746428 | Debenture | a debt security issued by a corporation that may or may not have specific assets of the corporation as security for payment | 15 | |
| 16193878546 | Taxation of Corporations | - separate entity at law and is subject to taxation on its business activities - shareholder's may be taxed on dividends declared by the corporation - corporations earnings are its own for taxation purposes | 16 | |
| 16194685896 | Due Dilligence | the obligation on the directors to ensure that effective systems are in place to comply with the law, and to monitor the systems to ensure compliance | 17 | |
| 16194709213 | Business Judgement Rule | the reluctance of the court to interfere with decisions of the board | 18 | |
| 16194714878 | Shareholder's Rights | - right to information - right to elect directors - right to approve actions of directors - right to vote - auditor's duty to the shareholders not the directors | 19 | |
| 16194739285 | Majority Rule | shareholder meetings decide matters by a majority Exceptions: - where the act objected to is ultra vires - the act personally affects the rights of minority shareholders - corporation fails to comply with procedural rules - act constitutes a fraud on minority shareholders | 20 | |
| 16194885217 | Dissolution of Corporation | - corporations have perpetual existence -inability of a corporation to make a profit a) corporation is solvent and may wind up its business b) apply for dissolution c) corporation ceases to exist when process completed d) procedure dictated by statute | 21 | |
| 16194922616 | Purchase and Sale of Corporations | Can be done by two methods: 1. Share Sale: buyer buys the shares of the corporation (taking the good with the bad) 2. Asset Sale: - buyer buys certain assets of the corporation - can buy the good and need not purchase the undesired | 22 |
