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CH 16 897586

Chapter 16 Vocab

Articles of Incorporation The basic instrument filed with the appropriate government agency to form a corporation.
Blue Sky Laws State laws regulating the registration, offering and sale of securities.
Board of Directors Governing body of a corporation elected by the shareholders.
Business Corporations Corporations organized to make a profit.
Business Trust
Bylaws Rules or laws adopted by an association or corporation to govern its actions.
Close Corporation Corporation whose shares are held by a single shareholder or a closely knit group of shareholders
Cooperative A group of people who pool their products or resources for mutual advantage
Corporate Seal A seal used by a corporation to authenticate its corporate acts and execute legal instruments,
Corporation A legal entity created by authority of the laws of a state or nation.
Deceptively Similar In business organizations, a name sufficiently like the name of another business entity that outsiders might confuse the two is considered deceptively similar.
Domestic Corporation Corporation created or organized in the state in which it does business.
Dormant Partner A partner who takes no active part in the management of a business and is not known to the public as a partner.
Employer Identification Number (EIN) A number assigned to an employer by the International Revenue Service that muse be used on all reports submitted to the IRS
Foreign Corporation A corporation that does business in a state or country other than the state or country in which it was created.
General Partner Individual who has unlimited liability for the obligations of the partnership and may contribute management services, cash, or property
General Partnerships A partnership in which the parties carry on their trade or business for the joint benefit and profit of all parties.
Joint Stock Company An unincorporated business enterprise with ownership represented by shares of stock.
Joint Venture A partnership engaged in the joint undertaking of a commercial enterprise
Limited Liability Company (LLC) A business entity giving advantages of limited liability to equity owners and managers.
Limited Liability Limited Partnership (LLLP) A limited partnership which has elected to be treated as a limited liability partnership in addition to being a limited partnership
Limited Liability Partnership (LLP) A limited liability partnership is a general partnership that has elected to be treated as an LLP.
Limited Partners A partner whose liability is limited to the extent of his or her contributions to the partnership, which are usually limited to cash or property
Limited Partnerships (LP) A partnership consisting of one or more general partners who conduct the business and one or more limited partners who contribute cash payments as capital but are not liable for the debts of the partnership beyond the amount each contributions
Mining Partnership An association of several mine owners for cooperation in working the mine
Minute Book The official book of corporate minutes kept by the secretary of the corporation.
Minutes Memorandum of a transaction or proceeding
Nonprofit Corporations Corporations organized typically for charitable, religious, educational, or scientific purposes
Non-trading Partnership A partnership engaged in performing services; dependent on the work results of the partners rather than on capital they contribute
Officers In corporations, the persons elected by the directors of said corporation to be responsible for the day-to-day operation and management of the corporation
Organizational Meeting Meeting of shareholders held as part of the incorporation process to handle routine matters necessary for the incorporation to commence business
Partner by estoppel An individual who permits or encourages other to believe he or she is a partner of a partnership; he or she may become liable for debts of the partnership.
Partnership A voluntary association of two or more persons to place their money, effects, labor, and skill in lawful commerce or business and have a proportional share in profits and losses between them
Preemptive right provision A provision under which the original shareholders are given the first option to buy enough additional issued shares of stock to maintain their proportionate share of ownership.
Professional Corporation A corporation of licensed professionals rendering personal service to the public, e.g., lawyers, physicians, dentists, surgeons, etc
Proxy The instrument authorizing one person to represent, act, and vote or another at a shareholders meeting of a corporation
Public Corporation Corporations organized for governmental (typically city or county) purposes.
Shareholders The persons or other entities that own shares in a corporation and therefore indirectly own the corporation
Sole Proprietor(ship) A business owned and operated by a person who is solely responsible for its day-to-day operation
Stock Register A continuing record of the stock ownership of a corporation
Syndicate An association of individuals formed for the purpose of conducting and carrying out some particular business transaction, usually of a financial character, in which the members are mutually interested
Trading Partnership A business whose nature is that of buying and selling merchandise
Unincorporated Association An organization formed for the non-profit purpose that has no existence apart from its members and cannot sue or be sued in its name
Created by: Jonay
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