AP Notes, Outlines, Study Guides, Vocabulary, Practice Exams and more!

Corporate Law Terms Flashcards

Terms : Hide Images
9487313586DividendMoney paid to shareholders0
9487313587InsolvencyBeing unable to pay one's debts1
9493831233Types of Partnerships1. General 2. Limited 3. Limited Liability2
9493834394Sole ProprietorshipA single owner with the sole responsibility of making decisions.3
9493841577General partnershipWhen there are two or more persons with fiduciary duties to each other and each possessing the agency to act on behalf of the other person.4
9493857373Limited partnershipPartnership designed to mitigate the pitfalls of a general partnership by reducing the liability of the people involved.5
9493860668PartnershipRelationship subsisting between two or more persons carrying on business with a view to profit (s. 2 of Ontario Partnerships Act)6
9493872035Limited Liability partnershipGreatest limits on liability here.7
9493875932Business CorporationA company characterized by its separate legal personality, limited liability, centralized management, perpetual life, and the transferability of shares.8
9494200083CapitalMoney or assets owned by a person or organization to be contributed to a specific cause, like starting a company or investing.9
9494538895Sham doctrineWhen a taxpayer tries to disguise a transaction and make it seem like something it's not ~ involving deceit ~ so the tax collector doesn't understand the true nature of the transaction [Stubart Investments Ltd] SCC by Justice Estey10
9494808527Capital gains taxes [CGT]Taxation on profit from the sale of a non-inventory asset that was greater than the amount realized on the sale. Usually sale of stocks, bonds, property, and precious metal.11
9494841526Rollover provisionAllowing for the deferral of capital gains tax on the sale of a capital asset if the capital gain is reinvested within.12
9495032966Winding upProcess of liquidating assets of corporation or partnership, settling accounts, paying debts, distributing remaining assets among shareholders or partners, and then dissolving the business.13
9495226908Aggregate view of partnershipsAs opposed to entities--divisible people or separate w/ a firm personality...?14
9502539103Classes of Corporations [under Ontario Extra-Provincial Corporations Act]Class 1 - province other than Ontario Class 2 - territory or federal corporation Class 3 - outside Canada15
9502718402inter aliaamong other things16
9502735236Three-cornered amalgamationWhen target company amalgamates with the subsidiary of a foreign buyer that was incorporated for the purpose of that amalgamation, from which resident shareholders receive exchangeable shares of the amalgamated company "which are exchangeable into the buyer."17
9502929526SecuritiesTrade-able financial asset18
9503059922ProspectusLegal document providing information about an investment offering of sale to the public.19
9503104228Closely-held corporation (CHC)Limited number of shareholders, stock traded on occasion.20
9503221401Fixed assetLong-term tangible piece of property, plant, or equipment that a firm owns and uses to generate income not expected to be consumed or converted to cash within a year. Also known as capital assets.21
9506014229Paid up capitalAmount received by a corporation from shareholders in exchange for shares of stocks. Created when company sells shares on the primary market, directly to investors.22
9506041217Remit taxesSend back.23
9506481943Involuntary Creditor24
9506481944Voluntary Creditor25
9516584095Absolute prohibition on shares limited in timeMay be valid if the time limit is reasonable + necessary in the circumstances with an ABSOLUTE cap at 5 years.26
9516584096Consent restrictions on sharesNo transfer is valid or effective until approved by directors or shareholders or both, or certain proportion of both.27
9516603523Squeeze-outCompulsory sale of shares of minority shareholders for which fair cash compensation is received (leaving the remaining shareholders in a position to dictate plan of merger).28
9516669348First-option restrictions on sharesMust offer other shareholders shares @ specified price before selling to outside (other shareholders under no obligation to buy)29
9516703206Special event restraintsAt a special time or on the happening of a certain event one party offers shares to the others by a certain procedure and at a specified price.30
9516738622Buy out restraint on shares contingent on deathContingent on same events as special time or event buy-outs. But there is a binding requirement of other shareholders to buy shares.31
9516742055Buy-sell agreement restraint on sharesAgreement between ALL shareholders that provides that on the death of a shareholder his executors must sell his shares to the remaining shareholders at a certain price and the shareholders must buy them.32
9517258067Unanimous shareholder agreementRequires restrictions on the powers of directors to manage or supervise management of business of corporation.33
9518468061Breach of warranty for authority34
9518741976Ultra vires doctrineRule that one corporation, especially in memorandum jurisdiction, has no legal capacity to act in any way not specifically authorized by its incorporating documents. Can only act if it is within corporate powers.35
9518957464Shell companyInactive company used as a vehicle for financial maneuvers or kept dormant for future use.36
9528107610Hedge fundLimited partnership of investors using "high risk methods" (like investing on borrowed money) to produce large capital gains.37

Need Help?

We hope your visit has been a productive one. If you're having any problems, or would like to give some feedback, we'd love to hear from you.

For general help, questions, and suggestions, try our dedicated support forums.

If you need to contact the Course-Notes.Org web experience team, please use our contact form.

Need Notes?

While we strive to provide the most comprehensive notes for as many high school textbooks as possible, there are certainly going to be some that we miss. Drop us a note and let us know which textbooks you need. Be sure to include which edition of the textbook you are using! If we see enough demand, we'll do whatever we can to get those notes up on the site for you!