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Law250; Corporations Flashcards

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14018063457limited liabilityA form of business ownership in which the owners are liable only up to the amount of their individual investments.0
14018066360C CorporationThe most common type of corporation, which is a legal business entity that offers limited liability to all of its owners, who are called stockholders1
14018073770Corporation TaxationDouble tax (tax on the actual corporation and shareholders taxed on dividends)2
14018176999domestic corporationa corporation in the state in which it is incorporated3
14018258538foreign corporationa corporation in any state in which it does business except the one in which it is incorporated4
14018263794Alien Corporationone that is incorporated in a foreign country5
14018267151public corporationa corporation whose stock anyone may buy, sell, or trade6
14018271903private corporationa corporation owned by just one or a few people who are closely involved in managing the business7
14018276958Non-Profit Corporationa group of people who join to do some activity that benefits the public.8
14018285338close corporationa corporation that does not offer its shares of stock for public sale9
14018293475S corporationA unique government creation that looks like a corporation but is taxed like sole proprietorships and partnerships10
14018306005Professional Corporationform of ownership allowing professionals to take advantage of corporate benefits while granting them limited business liability and unlimited professional liability11
14018313556Benefit Corporation (B Corp)a profit-seeking corporation whose charter specifies a social or environmental goal that the company must pursue in addition to profit12
14018350161S corporation StocksDomestic Only one class of stock.13
14018392890S Corporation AffiliationMust not be a member of affiliated group of corporations.14
14018392891S Corporation ShareholdersNo more than 100 shareholders. The shareholders must be individuals (and some trusts or estates). No Shareholder may be an alien.15
14018417573Incorporation Procedures1. 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 state16
14018453237articles of incorporation1. 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 incorporator17
14018420519De Jure CorporationLawful corporation that has met the substantial elements of incorporation process18
14018424776De Facto CorporationCorporation 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 incorporated19
14018432672Corporation by Estoppelcourts 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
14018438920venture capitalMoney that is invested in new or emerging companies that are perceived as having great profit potential21
14018438921private equity capitalFunds invested by a private equity firm in an existing corporation, usually to purchase and reorganize it.22
14018543618Crowdfundingraising money for a project or venture by obtaining many small amounts of money from many people23
14018551301ultra viresA Latin term meaning "beyond the powers"; in corporate law, acts of a corporation that are beyond its express and implied powers to undertake.24
14018564589remedies of ultra viresShareholders can seek an injunction from a court to stop the corporation, officers, and/directors.25
14018586939factors that pierce the corporate veil1. 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
14018634122Alter Ego Theoryone method used by courts to pierce the corporate veil when a shareholder fails to treat the corporate organization as a separate legal entity27
14018645188Election of Board of DirectorsTerms are generally three years, often elected 1/3rd at a time so there is management continuity.28
14018651509right to participationdirectors are entitled to participate in all board of directors' meetings and have a right to be notified of these meetings29
14018699329Right of Inspectioneach director can access the corporation's books and records, facilities, and premises30
14018707657right to indemnificationthe right of a partner to be reimbursed for expenditures incurred on behalf of the partnership31
14018728503Fiduciary Dutya duty of care, loyalty, and good faith32
14018745920Duty of Care1. Act in good faith 2. do for the best interests of the corporation. Business Judgement Rule 3. Make Informed Decisions 4. Dissent in minutes33
14018775444Duty of Loyaltya fiduciary duty owed by an agent not to act adversely to the interests of the principal34
14018788921Liability of Directors and OfficersPersonally liability for crimes and torts committed and for those committed by employees under their supervision35
14018807110Shareholders' Powers1. 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
14018815350Shareholders votingCorporation business matters are voted on requiring a quorum of at least 50% of shares to be present. Shareholder Voting Agreements are enforceable.37
14018869475cumulative votinga 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
14018881768Illegal DividendsDistributions paid when corporation is insolvent or from unauthorized accounts39
14018885815Dividendspayments of cash from a corporation to its stockholders40
14018890589derivative suitA 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
14018914412Derivative Suit Requirements1. Written Demand to the corporation 2. Any damages awarded go to the corporation42
14018938336Majority Shareholder dutiesFiduciary duty when they sell their shares because of the possibility of transfer of control43

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