Terminology for Corporate Law Flashcards
Terms : Hide Images [1]
| 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 |