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Definition
Artificial being created by government grant. Non-natural person, and given rights and due process of a non-natural person.
- 2 levels taxation |
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Term
| Certificate of Incorporation |
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Definition
Written approval from the state or national government for a corporation to be formed.
Articles of incorporation |
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Definition
One established for governmental purposes and administration of public affairs.
ex: amtrak: government company, serves public |
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Definition
| Corporation organized for charitable and benevolent purposes and for purpose of finance, industry, and commerce. Business can be known as public if they sell stocks to the public. |
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Definition
Private corporation furnishing services on which the public is particularly dependent. Also known as public service corporation.
Ex: Avista - private, but product is for EVERYONE |
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Definition
| State in which charter is held. Corporation that has been incorporated by the state in question as opposed to incorporation by another state. |
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Definition
| Corporation incorporated under laws of another state. |
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Term
| Special Service Corporation |
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Definition
| Formed for transportation, banking, insurance, savings, and loans. Subject to separate statutes. |
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Definition
| Corporations whose shares are held by a single shareholder or small group of shareholders |
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Term
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Definition
can elect to have 1 class of voting stock (because a simple corp) making you have an S election. -avoid tax at entity level.
S corporations are good for small businesses, otherwise you are a C corporation. |
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Term
5 Classes of People in Corporations
LIST |
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Definition
Promoters
Incorporators
Shareholder (all have these)
Directors (fiduciary relationship. all have. policy makers)
Officers (fiduciary relationship. all have. day to day actors of policy) |
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Term
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Definition
| State passed allowing incorporation to be liberal or conservative on corporations. Delaware has developed its own body of corporate law |
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Term
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Definition
| Incorporated by filing with the secretary of state. |
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Definition
| Existence will continue on forever regardless of stock ownership or death |
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Term
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Definition
| Corporations must have name to identify it and indicate incorporation. Cannot be deceptively similar to other names. |
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Term
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Definition
| Distinctive seal that is not needed in transaction of business. |
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Term
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Definition
Rules and regulations enacted by corporation to govern its own affairs. Includes voting rights limitations on power.
Applies to shareholders directors and officers. Can help protect minority shareholders. |
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Definition
| Indicate ownership in a company |
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Term
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Definition
| Some states limit the amount that can be donated for charitable purposes. Make donations for the public welfare or for charitable or scientific purposes. |
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Term
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Definition
"outside the powers"
Contracts/deals/things corporations/officers can't make |
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Term
Ways to Measure Proper Incorporation
LIST |
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Definition
De Jure: "of law". Corp has legal right to exist by virtue of the law. everything done correct gets protection from corporate shield.
De Facto:"in fact". Minor deficiencies that cannot be ignored by compliance may be sufficient to be recognized as a corporation.
Corporation by Estoppel: equity protecting the aggrieved party from people who were not accepted as a corporation b/c of problems. |
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Term
Who Pays Debt and What Company Exists in Disappearing Companies?
LIST |
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Definition
Merger
Consolidation
Asset Sale |
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Term
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Definition
Combining corporations by which one absorbs the other and continues to exist, preserving its original charter while other ceases to exits.
A+B=A |
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Term
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Definition
Combining 2 or more corporations in which corporate existence of each stops and a new one is created.
A+B=C |
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Term
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Definition
| A sells its assets so it no longer has sufficient liability. Buying PART of a company you don't bring the debt. |
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