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Bus120
Chapter 14: Corporations
4
Business
Undergraduate 3
11/26/2007

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Term
Articles of association
Definition

The internal bylaws of a company that regulate the conduct of its internal affairs.  These go beyond the requirements of the Company Act, but they must not contradict the act.  All companies incorporated in B.C. must file their own custom-made _____ _ _____ at the time they incorporate or else adopt the ones contained as an attachment to the Company Act.

 

The _____ _ _____ stipulated that the company was to have five directors and that this particular matter was to be decided by a directors resolution only.

Term
Director
Definition

A person who manages the affairs of a corporation, who acts as its agent, and whose primary duty of care is to always act in the corporation’s best interests.  _____ are elected by the shareholders and governed by the Business Corporations Act, the articles of association, and principles of common law. 

 

Each of the defendants knew that, as a _____ of the company, he had an obligation to ensure that he put the interests of the company ahead of his own interests and even the interests of the shareholders as he managed the company’s affairs.

Term
Limited liability
Definition

Liability that is limited to the amount one has paid for or owes for shares in a corporation; the liability that applies to shareholders of corporations.  _____ _____ protects shareholders from having their personal assets being claimed by creditors of the corporation.

 

Although the company’s debts exceeded its assets by over $300,000, its shareholders were not required to pay that money because of their _____ _____.

Term
Shareholder
Definition

A person who owns shares issued by a company, whether reporting or non-reporting.  _____s do not usually take part in the management of the company, but the amount or proportion of their shares is a reflection of their ownership of the company’s assets.

 

As the company’s assets were worth $600,000 and the plaintiff _____ had one-fifth of all its issued shares, her interest in the company’s assets was approximately $120,000.

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