14271995040 | corporate law | law that governs the formation and management of corporations | 0 | |
14271995041 | commercial law | concerned with business transactions | 1 | |
14271996275 | business Law | group of laws that governs business situations and transactions | 2 | |
14271996276 | incorporated business | a business entity that has been registered - is a separate legal entity from its owners | 3 | |
14271997254 | unincorporated business | a business that has not been registered - is not a separate legal entity from its owners | 4 | |
14271997255 | liability | responsibility or obligation for something | 5 | |
14271998835 | sole proprietor | a business owned by one person | 6 | |
14272001694 | partnership | a business owned by two or more people | 7 | |
14272007115 | firm | a partnership | 8 | |
14272007116 | general partner | an owner (partner) who has unlimited liability and is active in managing the firm. | 9 | |
14272008451 | limited partner what is a limited partner? another name for one? | an owner who invests money in the business but does not have any management responsibility or liability for losses beyond the investment silent partner (the "L" in an LP) | 10 | |
14312865040 | limited liability partner | a partner in an LLP who has liability only for their own actions and those of the individuals they supervise | 11 | |
14272008452 | business | any activity that seeks to provide goods and services to others while operating at a profit | 12 | |
14272014414 | joint venture | an agreement between two or more companies to share a business project | 13 | |
14272014415 | franchise | a business established or operated under a contract between franchisor and franchisee that allows the franchisee to use the methods/name, etc. of the franchise (think Tim Horton's) | 14 | |
14272015658 | partnership agreement | a written agreement among partners outlining the rules and procedures of the partnership | 15 | |
14272015659 | primary liability | first (direct) responsibility or obligation for something | 16 | |
14272017275 | secondary liability | secondary responsibility or obligation for something | 17 | |
14272019378 | limited liability | the liability of a firm's owners for no more than the capital they have invested in the firm | 18 | |
14272019379 | joint liability | shared liability by all owners of a business | 19 | |
14272020767 | joint and several liability | liability that means all owners can be pursued collectively, as a group, and individually, as separate owners | 20 | |
14272022102 | municipal licence | licence for a business to operate granted by the municipality for regulated industries (taxis, convenience stores, hotels) | 21 | |
14272022103 | provincial licence | licence for a business to operate granted by the province for regulated (lawyers, architects, accountants) and semi-regulated (plumbers, barbers, hair dressers) professions | 22 | |
14272023504 | name registration | process of reserving and registering a name for a business | 23 | |
14272023505 | trade name | the registered name of a sole proprietor | 24 | |
14272025608 | dissolution | winding up, stopping doing business | 25 | |
14286437457 | non-profit corporation | an organization that does not make profit and does not have share capital | 26 | |
14286437458 | for-profit corporation | a corporation whose objective is to make a profit and has share capital | 27 | |
14286437459 | society | a group of 5 or more people of aligned social, cultural, etc. activities/interests | 28 | |
14286437943 | business corporation | legal entity created by an articles of incorporation document and governed by the Alberta/Canada BCA | 29 | |
14286438452 | artificial person | a person created by law (corporation) | 30 | |
14286438453 | separate legal entity | a distinct person at law in the case of corporations, the nature of the entity that is created by incorporation (separate entity from its owners) | 31 | |
14286439258 | shareholders' loan | a loan from shareholders to a corporation | 32 | |
14286439259 | creditor | a debtor; one who is owed money | 33 | |
14286439260 | offering corporation what is it? what is another name for it? | a corporation that offers its shares to the public on the stock market widely-held corporation | 34 | |
14286439270 | non-offering corporation what is it? what are two other names for it? | a corporation that does not offer its shares to the public on the stock exchange closely-held corporation private corporation | 35 | |
14286441870 | shareholder | an owner (through the ownership of shares) of a corporation | 36 | |
14286442547 | director who are they/what do they do? are they elected or appointed, and by who? | a manager of a corporation, makes "management-level" decisions about the corporation elected by the shareholders | 37 | |
14286442548 | officer what are they/what do they do? are they elected or appointed, and by who? | "foot soldier": an individual who carries out the day-to-day operations of a corporation as directed by the directors appointed by the directors | 38 | |
14286442549 | assets | the cash and property a corporation owns | 39 | |
14286442996 | stated capital what is it? another name for it? | the amount of money a corporation receives for selling each share it issues (sells) share capital | 40 | |
14286442997 | proportion of ownership | the amount of ownership, as determined by amount of shares owned out of the total amount of shares sold, of a corporation | 41 | |
14286442998 | net worth what is it? another name for it? | total assets minus total liabilities equity | 42 | |
14286443000 | par value | face value | 43 | |
14286443473 | personal guarantee | the promise to pay issued by an individual | 44 | |
14286443474 | promissory note | a written and signed promise to pay a sum of money at a specified time | 45 | |
14286443475 | arm's-length | third-parties or strangers not involved directly with a corporation | 46 | |
14286444214 | articles of incorporation | the document filed with the government to establish the existence of a new corporation | 47 | |
14286445379 | Business Corporations Act what is it? what are the different levels of jurisdiction? | the act that governs corporate entities may be federal (Canada) or provincial (Alberta, Saskatchewan, etc.) | 48 | |
14312594501 | jurisdiction | the area of authority under which an entity will operate (e.g., Alberta, BC, Canada) | 49 | |
14312594502 | extra-provincial registration | registering a corporation outside of its home province | 50 | |
14312595990 | number name | a corporation name that consists of numbers (assigned by the government upon registration) e.g. 12345678 Alberta Ltd. | 51 | |
14312595992 | word name | a corporation name that consists of words e.g. Donkey's Donuts & Dive Bar | 52 | |
14312595993 | NUANS | the database in which all names registered across Canada (except for Quebec) are recorded | 53 | |
14312660944 | by-laws | a corporation's written rules - commonly relate to operations and borrowing | 54 | |
14312660945 | share subscription | a document signed undertaking to purchase shares in a corporation | 55 | |
14312662738 | security certificates | a document evidencing ownership of shares in a corporation | 56 | |
14312662739 | security register | a record of who owns how many shares in a corporation | 57 | |
14312662740 | resolutions | confirmations in writing of decisions made by shareholders or directors can be used instead of holding an in-person meeting | 58 | |
14312662741 | minutes | written record of what happened at an in-person meeting | 59 | |
14312664421 | directors' resolutions | written record of decisions made by the directors | 60 | |
14312664422 | shareholders' resolutions | written record of decisions made by the shareholders | 61 | |
14312666003 | consent to act | document confirming a director is willing to serve as a director | 62 | |
14312666004 | directors' register | a record of all people who have ever served as a director of the corporation | 63 | |
14312668072 | professional corporation | a form of corporation for regulated professions - like lawyers - the registration and operation of which is governed by the profession's regulating body Robert P. Lee Professional Corporation (a lawyer) > governed by the Law Society of Alberta | 64 | |
14312668073 | by-law 1 | the "rules" by-law - sets out the foundational guidelines for operation of a corporation | 65 | |
14312668074 | by-law 2 | the borrowing by-law - sets out the rules around a corporation's borrowing behaviours | 66 | |
14312668075 | fiscal year-end | the end of a 12-month accounting period | 67 | |
14312673513 | minute book | the binder or book in which all corporate records are | 68 | |
14312676058 | corporate seal | the corporation's "signature" - a stamp/seal with the corporation's name and jurisdiction on it | 69 | |
14312676059 | minute book tabs | dividers in a minute book that are labelled for related sections, e.g. certificate of incorporation, shareholders' minutes | 70 | |
14312676060 | schedules | attachments to documents providing additional information e.g. the articles of incorporation > info about shares & share structure directors' initial minutes > form of share certificate | 71 | |
14312681068 | initial resolutions | the first resolutions completed by either the directors or the shareholders directors': set up the corporation shareholders': ratify what the directors have done | 72 | |
14328877407 | annual meeting | shareholders' meeting at which the shareholders discuss the financial statements, (re-)elect directors, (re-)appoint auditors and solicitors, and discuss any issues they have | 73 | |
14328883747 | financial statements | the financial reports prepared by the auditors for a corporation's fiscal year | 74 | |
14328885061 | auditors | the corporation's accountants | 75 | |
14328886604 | notice of meeting | the announcement sent out to shareholders, directors, and the auditors that sets out the time, date, and place of the annual shareholders' meeting | 76 | |
14328889554 | motion | a suggested topic for discussion at a meeting | 77 | |
14328890973 | seconded | support for a motion - required before a motion can be heard | 78 | |
14328896496 | call the question | statement made by a shareholder when adequate discussion of a motion has occurred - concludes the discussion and brings forward a vote on the matter | 79 | |
14328899003 | carried | when a motion is accepted, or passed | 80 | |
14328900117 | defeated | when a motion is not accepted due to insufficient votes in support | 81 | |
14328901759 | adjourned | suspending a meeting until a later time | 82 | |
14328902733 | concluded | dismissal of a meeting after hearing all points of address | 83 | |
14328904199 | chaired | run or conducted by (re: a meeting) | 84 | |
14328910610 | quorum | the minimum number of individuals who must be present for business to be conducted | 85 | |
14328913417 | proxy | written permission allowing one person to act in another's place | 86 | |
14328914649 | majority vote | aka simple majority - 50+1% | 87 | |
14328915269 | annual return | document confirming shareholders, their personal information, and their residency that is filed with the registry each year | 88 |
Terminology for Corporate Law Flashcards
Primary tabs
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!