14018063457 | limited liability | A form of business ownership in which the owners are liable only up to the amount of their individual investments. | 0 | |
14018066360 | C Corporation | The most common type of corporation, which is a legal business entity that offers limited liability to all of its owners, who are called stockholders | 1 | |
14018073770 | Corporation Taxation | Double tax (tax on the actual corporation and shareholders taxed on dividends) | 2 | |
14018176999 | domestic corporation | a corporation in the state in which it is incorporated | 3 | |
14018258538 | foreign corporation | a corporation in any state in which it does business except the one in which it is incorporated | 4 | |
14018263794 | Alien Corporation | one that is incorporated in a foreign country | 5 | |
14018267151 | public corporation | a corporation whose stock anyone may buy, sell, or trade | 6 | |
14018271903 | private corporation | a corporation owned by just one or a few people who are closely involved in managing the business | 7 | |
14018276958 | Non-Profit Corporation | a group of people who join to do some activity that benefits the public. | 8 | |
14018285338 | close corporation | a corporation that does not offer its shares of stock for public sale | 9 | |
14018293475 | S corporation | A unique government creation that looks like a corporation but is taxed like sole proprietorships and partnerships | 10 | |
14018306005 | Professional Corporation | form of ownership allowing professionals to take advantage of corporate benefits while granting them limited business liability and unlimited professional liability | 11 | |
14018313556 | Benefit Corporation (B Corp) | a profit-seeking corporation whose charter specifies a social or environmental goal that the company must pursue in addition to profit | 12 | |
14018350161 | S corporation Stocks | Domestic Only one class of stock. | 13 | |
14018392890 | S Corporation Affiliation | Must not be a member of affiliated group of corporations. | 14 | |
14018392891 | S Corporation Shareholders | No more than 100 shareholders. The shareholders must be individuals (and some trusts or estates). No Shareholder may be an alien. | 15 | |
14018417573 | Incorporation Procedures | 1. Select a state of incorporation 2. Secure the corporate name 3. Prepare the articles of incorporation 4. File the articles of incorporation with the secretary of state | 16 | |
14018453237 | articles of incorporation | 1. Name of the Corporation 2. Number of shares the corporation is authorized to issue 3. Name and Street address of the corporations initial registered agent and registered office 4. Name and Address of each incorporator | 17 | |
14018420519 | De Jure Corporation | Lawful corporation that has met the substantial elements of incorporation process | 18 | |
14018424776 | De Facto Corporation | Corporation that has not met the requirements of state incorporation statute, but courts recognize it as a corporation for most purposes to avoid unfairness to third parties who reasonably believed it was properly incorporated | 19 | |
14018432672 | Corporation by Estoppel | courts will not allow denial of existence of a corporation when a situation of some party's willingness to treat a person as a corporation occurs. | 20 | |
14018438920 | venture capital | Money that is invested in new or emerging companies that are perceived as having great profit potential | 21 | |
14018438921 | private equity capital | Funds invested by a private equity firm in an existing corporation, usually to purchase and reorganize it. | 22 | |
14018543618 | Crowdfunding | raising money for a project or venture by obtaining many small amounts of money from many people | 23 | |
14018551301 | ultra vires | A Latin term meaning "beyond the powers"; in corporate law, acts of a corporation that are beyond its express and implied powers to undertake. | 24 | |
14018564589 | remedies of ultra vires | Shareholders can seek an injunction from a court to stop the corporation, officers, and/directors. | 25 | |
14018586939 | factors that pierce the corporate veil | 1. Third part misled into dealing with a corporation rather than the individual. 2. Corporation never set up to make a profit 3. Corporation formed to evade an existing legal obligation. 4. Statutory formalities not followed 5. Commingling of personal and corporate interests/assets. | 26 | |
14018634122 | Alter Ego Theory | one method used by courts to pierce the corporate veil when a shareholder fails to treat the corporate organization as a separate legal entity | 27 | |
14018645188 | Election of Board of Directors | Terms are generally three years, often elected 1/3rd at a time so there is management continuity. | 28 | |
14018651509 | right to participation | directors are entitled to participate in all board of directors' meetings and have a right to be notified of these meetings | 29 | |
14018699329 | Right of Inspection | each director can access the corporation's books and records, facilities, and premises | 30 | |
14018707657 | right to indemnification | the right of a partner to be reimbursed for expenditures incurred on behalf of the partnership | 31 | |
14018728503 | Fiduciary Duty | a duty of care, loyalty, and good faith | 32 | |
14018745920 | Duty of Care | 1. Act in good faith 2. do for the best interests of the corporation. Business Judgement Rule 3. Make Informed Decisions 4. Dissent in minutes | 33 | |
14018775444 | Duty of Loyalty | a fiduciary duty owed by an agent not to act adversely to the interests of the principal | 34 | |
14018788921 | Liability of Directors and Officers | Personally liability for crimes and torts committed and for those committed by employees under their supervision | 35 | |
14018807110 | Shareholders' Powers | 1. Approving all fundamental changes to the corporation. 2. Amending articles of incorporation or bylaws. 3. Approval of mergers or acquisition. 4. Sale of all corporate assets or dissolution. 5. Shareholders also elect and remove the board of directors. | 36 | |
14018815350 | Shareholders voting | Corporation business matters are voted on requiring a quorum of at least 50% of shares to be present. Shareholder Voting Agreements are enforceable. | 37 | |
14018869475 | cumulative voting | a procedure in which a shareholder may cast all votes for one member of the board of directors, even if multiple seats are being voted for. | 38 | |
14018881768 | Illegal Dividends | Distributions paid when corporation is insolvent or from unauthorized accounts | 39 | |
14018885815 | Dividends | payments of cash from a corporation to its stockholders | 40 | |
14018890589 | derivative suit | A lawsuit filed by one or more shareholders of a corporation in the name of that corporation. This suit is brought to benefit the corporation directly and its shareholders indirectly. | 41 | |
14018914412 | Derivative Suit Requirements | 1. Written Demand to the corporation 2. Any damages awarded go to the corporation | 42 | |
14018938336 | Majority Shareholder duties | Fiduciary duty when they sell their shares because of the possibility of transfer of control | 43 |
Law250; Corporations Flashcards
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