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Terminology for Corporate Law Flashcards

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14271995040corporate lawlaw that governs the formation and management of corporations0
14271995041commercial lawconcerned with business transactions1
14271996275business Lawgroup of laws that governs business situations and transactions2
14271996276incorporated businessa business entity that has been registered - is a separate legal entity from its owners3
14271997254unincorporated businessa business that has not been registered - is not a separate legal entity from its owners4
14271997255liabilityresponsibility or obligation for something5
14271998835sole proprietora business owned by one person6
14272001694partnershipa business owned by two or more people7
14272007115firma partnership8
14272007116general partneran owner (partner) who has unlimited liability and is active in managing the firm.9
14272008451limited 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
14312865040limited liability partnera partner in an LLP who has liability only for their own actions and those of the individuals they supervise11
14272008452businessany activity that seeks to provide goods and services to others while operating at a profit12
14272014414joint venturean agreement between two or more companies to share a business project13
14272014415franchisea 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
14272015658partnership agreementa written agreement among partners outlining the rules and procedures of the partnership15
14272015659primary liabilityfirst (direct) responsibility or obligation for something16
14272017275secondary liabilitysecondary responsibility or obligation for something17
14272019378limited liabilitythe liability of a firm's owners for no more than the capital they have invested in the firm18
14272019379joint liabilityshared liability by all owners of a business19
14272020767joint and several liabilityliability that means all owners can be pursued collectively, as a group, and individually, as separate owners20
14272022102municipal licencelicence for a business to operate granted by the municipality for regulated industries (taxis, convenience stores, hotels)21
14272022103provincial licencelicence for a business to operate granted by the province for regulated (lawyers, architects, accountants) and semi-regulated (plumbers, barbers, hair dressers) professions22
14272023504name registrationprocess of reserving and registering a name for a business23
14272023505trade namethe registered name of a sole proprietor24
14272025608dissolutionwinding up, stopping doing business25
14286437457non-profit corporationan organization that does not make profit and does not have share capital26
14286437458for-profit corporationa corporation whose objective is to make a profit and has share capital27
14286437459societya group of 5 or more people of aligned social, cultural, etc. activities/interests28
14286437943business corporationlegal entity created by an articles of incorporation document and governed by the Alberta/Canada BCA29
14286438452artificial persona person created by law (corporation)30
14286438453separate legal entitya 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
14286439258shareholders' loana loan from shareholders to a corporation32
14286439259creditora debtor; one who is owed money33
14286439260offering 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 corporation34
14286439270non-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 corporation35
14286441870shareholderan owner (through the ownership of shares) of a corporation36
14286442547director 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 shareholders37
14286442548officer 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 directors38
14286442549assetsthe cash and property a corporation owns39
14286442996stated capital what is it? another name for it?the amount of money a corporation receives for selling each share it issues (sells) share capital40
14286442997proportion of ownershipthe amount of ownership, as determined by amount of shares owned out of the total amount of shares sold, of a corporation41
14286442998net worth what is it? another name for it?total assets minus total liabilities equity42
14286443000par valueface value43
14286443473personal guaranteethe promise to pay issued by an individual44
14286443474promissory notea written and signed promise to pay a sum of money at a specified time45
14286443475arm's-lengththird-parties or strangers not involved directly with a corporation46
14286444214articles of incorporationthe document filed with the government to establish the existence of a new corporation47
14286445379Business 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
14312594501jurisdictionthe area of authority under which an entity will operate (e.g., Alberta, BC, Canada)49
14312594502extra-provincial registrationregistering a corporation outside of its home province50
14312595990number namea corporation name that consists of numbers (assigned by the government upon registration) e.g. 12345678 Alberta Ltd.51
14312595992word namea corporation name that consists of words e.g. Donkey's Donuts & Dive Bar52
14312595993NUANSthe database in which all names registered across Canada (except for Quebec) are recorded53
14312660944by-lawsa corporation's written rules - commonly relate to operations and borrowing54
14312660945share subscriptiona document signed undertaking to purchase shares in a corporation55
14312662738security certificatesa document evidencing ownership of shares in a corporation56
14312662739security registera record of who owns how many shares in a corporation57
14312662740resolutionsconfirmations in writing of decisions made by shareholders or directors can be used instead of holding an in-person meeting58
14312662741minuteswritten record of what happened at an in-person meeting59
14312664421directors' resolutionswritten record of decisions made by the directors60
14312664422shareholders' resolutionswritten record of decisions made by the shareholders61
14312666003consent to actdocument confirming a director is willing to serve as a director62
14312666004directors' registera record of all people who have ever served as a director of the corporation63
14312668072professional corporationa 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 Alberta64
14312668073by-law 1the "rules" by-law - sets out the foundational guidelines for operation of a corporation65
14312668074by-law 2the borrowing by-law - sets out the rules around a corporation's borrowing behaviours66
14312668075fiscal year-endthe end of a 12-month accounting period67
14312673513minute bookthe binder or book in which all corporate records are68
14312676058corporate sealthe corporation's "signature" - a stamp/seal with the corporation's name and jurisdiction on it69
14312676059minute book tabsdividers in a minute book that are labelled for related sections, e.g. certificate of incorporation, shareholders' minutes70
14312676060schedulesattachments to documents providing additional information e.g. the articles of incorporation > info about shares & share structure directors' initial minutes > form of share certificate71
14312681068initial resolutionsthe first resolutions completed by either the directors or the shareholders directors': set up the corporation shareholders': ratify what the directors have done72
14328877407annual meetingshareholders' meeting at which the shareholders discuss the financial statements, (re-)elect directors, (re-)appoint auditors and solicitors, and discuss any issues they have73
14328883747financial statementsthe financial reports prepared by the auditors for a corporation's fiscal year74
14328885061auditorsthe corporation's accountants75
14328886604notice of meetingthe announcement sent out to shareholders, directors, and the auditors that sets out the time, date, and place of the annual shareholders' meeting76
14328889554motiona suggested topic for discussion at a meeting77
14328890973secondedsupport for a motion - required before a motion can be heard78
14328896496call the questionstatement made by a shareholder when adequate discussion of a motion has occurred - concludes the discussion and brings forward a vote on the matter79
14328899003carriedwhen a motion is accepted, or passed80
14328900117defeatedwhen a motion is not accepted due to insufficient votes in support81
14328901759adjournedsuspending a meeting until a later time82
14328902733concludeddismissal of a meeting after hearing all points of address83
14328904199chairedrun or conducted by (re: a meeting)84
14328910610quorumthe minimum number of individuals who must be present for business to be conducted85
14328913417proxywritten permission allowing one person to act in another's place86
14328914649majority voteaka simple majority - 50+1%87
14328915269annual returndocument confirming shareholders, their personal information, and their residency that is filed with the registry each year88

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