Term
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Definition
| One who acts for or represents another |
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Term
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Definition
| Person for whom an agent acts. |
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Term
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Definition
An agency agreement (when an agent agrees to work for a principal) written or oral |
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Term
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Definition
| An agency relationship in which there is no express agreement , but the parties' words, conduct, or prior dealings shows the existence of there agency relationship. |
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Term
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Definition
| An agency arising from acts the leads others to beleive an agency relationship exists. The principal in this case is precluded from denying the existence of the realationship. |
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Term
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Definition
| Acutal authority granted by one to another, in writing or orally. |
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Term
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Definition
| Power to preform acts customarily preformed by agents |
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Term
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Definition
| Authority that arises through words or conduct of prinicpal leading others to believe agent has authority to act for prinicpal. |
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Term
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Definition
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Term
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Definition
| Duty to act in utmost good faith and fair dealing |
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Term
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Definition
Preformance- must preform duties the prinicpal requires according to agreement/implication, with reasonable diligence and due care
Notification- agent must disclose all information relating to the agency to the prinicpal, it is presumes that anything the agent knows the principal knows
Loyalty- the agent must act soley for the benefit of the principal and may not engage in any activity that would be detrimental to the prinicpal or conflict with the principal's interest
Accounting- the agent must account to the principal for all money or property paid out or recieved on the principal's behalf. The prinicpal's funds must be maintained separately from the agent's from the agent's; the funds may not be commingled |
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Term
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Definition
Compensation- Principal's must pay agents for their services. If no fixed amount is agreed upon, the agent it entitled to reasonable and cutomary pay.
Reimbursment and Indemnification- The principal must reimburse the agent the agent for cost's incurred on the principal's behalf. The principal is also required to indemnify or compensate the agent for liablity incurred by the agent while preforming duties for the principal
Cooperation- The principal must no hinder the agent in the performance of her duties. Includes a duty to provide agent with materials she needs to preform duties. |
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Term
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Definition
| Liability imposed on employers for acts of employees |
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Term
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Definition
| Liability imposed on one for another's acts, without regard to acutal fault |
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Term
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Definition
| A business owned and operated by one person |
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Term
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Definition
| Owner of a sole proprietorship |
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Term
| Advantages of Sole Proprietorship |
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Definition
Ease of Formation- easy and inexpensive
Managerial Discretion- owner is free to make all decisions
Retention of Profits- owner can keep all profits
Pass-Through Taxation |
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Term
| Disadvantages of Sole Proprietorships |
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Definition
Unlimited Personal Liability
Lack of Continuity- ends with the death of owner, if passed to an heir a new proprietorship is created
Difficulties Raising Capital- limited methods of attaining capital, owner must use personal funds or loaned money
Management Vulnerabilities- if expertise is necessary, the owner needs to spend funds in order to bring in outside consultants/advisors. Leads to a lack of expertise in management |
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Term
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Definition
Liability extended beyond what is invested into a business to an individual's personal assets.
AKA- Unlimited Liability |
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Term
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Definition
| Money used to form and operate a business |
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Term
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Definition
| Name that must be registered with the state or local offices because it does not disclose the name surname of the business owner |
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Term
| Fictitious Business Name Statement |
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Definition
Record filed with public officials ro identify the owner of a business operating under a name other than the owner's surname
Also called a DBA (Doing Business As) |
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Term
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Definition
| A voluntary association of two or more persons to carry on a business for profit |
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Term
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Definition
Uniform Partnership Act
A model for partnership legislation in about 1/4 of the states |
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Term
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Definition
Revised Uniform Partnership Act
a model for partnership legislation in about 3/4 of the states |
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Term
| Interest in the Partnership |
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Definition
| A patner's right to profits |
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Term
| Joint and Several Liability |
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Definition
Principal that each partner and the partnership are liable to pay all of a debt or obligation.
Meaning: all, some or one partner(s) can be sued for the debts of the entire partnership |
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Term
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Definition
| Partnership theory requiring creditors to first exhaust partnership assets before pursuing partner's individual assets |
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Term
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Definition
| An agreement by two or more persons to do business together as a partnership, may be oral or written |
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Term
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Definition
| The authority of a partner to act for and bind the partnership and other partners |
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Term
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Definition
| Document filed with the secretary of state providing the notice of partners authorized to act for the partnership |
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Term
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Definition
| Document filed with secretary of state denying information in Statement of Authority |
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Term
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Definition
| Introductor clauses in agreements setting fourth basis for agreement |
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Term
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Definition
| a partnership with no specific term |
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Term
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Definition
| Clause in agreement restricting signatory from competing with another during and after parties' terminate |
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Term
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Definition
| Departure from a partnership in breach of partnership agreement |
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Term
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Definition
| Departure by a partner from a partnership |
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Term
| Statement of Dissociation |
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Definition
| Document filed with state to identify dissociating partner and limit period for which partnership will be liable for dissociating parter's act. |
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Term
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Definition
| The tax status of a partnership in which all income is passed through to partners who pay individual income tax rates. |
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Term
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Definition
| Method by which businesses elect how they wish to be taxed, namely as a corporation |
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Term
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Definition
| a type of partnership formed to carry out a single enterprise, rather than ongoing business |
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Term
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Definition
Revised Limited Partnership Act
the model for limited partnership legislation in most states |
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Term
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Definition
| Business entity created in accord with state statutes tjat provides limited liability to some of its members, called Limited Partners |
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Term
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Definition
| Member of a limited partnership wwho does not participate in controlling the business and whose liability is limited to the amount invested in the business |
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Term
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Definition
| Member in a limited or general partnership who controls the business and has unlimited personal liability |
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Term
| Limited Liability Limited Partnership |
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Definition
| A limited partnership providing protection from limited liability to its general partners, recognized fully in 14 states |
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Term
| Limited Partnerhip Certificate |
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Definition
| The document filed with the state that creates a limited partnership |
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Term
| Agent for Service of Process |
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Definition
| The person or entity that recieves service of process on behalf of a business entity |
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Term
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Definition
| Investigation conducted prior to entering an agreement or consuming a transaction |
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Term
| Foreign Limited Partnership |
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Definition
| A limited partnership doing business in a state other than the one in which it was formed |
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Term
| Domestic Limited Partnership |
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Definition
| a limited partnership doing business in its state of formation |
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Term
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Definition
| Activities enumerated by a state that require an entity to qualify before entering the state to transact business |
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Term
| Limited Partnership Agreement |
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Definition
| Agreement among partners, usually writted out but may be oral |
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Term
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Definition
| A partner's share of partnership profits (an losses) |
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Term
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Definition
| Action by gneral partner that usually causes dissolution of limited partnership |
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Term
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Definition
| Dissolution of an entity without court involvement |
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Term
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Definition
| Dissolution of an entity ordered by court |
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Term
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Definition
| Revised version of ULPA, fully adopted in 14 states, providing significant protection from liability for all partners |
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Term
| Limited Liability Partnerships |
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Definition
Partnership providing protection against liability for wrongful conduction of other partners
also called: registered limited liability partnership |
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Term
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Definition
| State in which partners in LLP can retain liability for contractual obligations |
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Term
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Definition
States in which partners in an LLP are fully protected from personal liability, whether arising through tort or contract
AKA- Bullet Proof States |
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Term
| Limited Liability Company |
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Definition
| Entity providing full protection for its members from all personal liability, whether arising in tort or contract |
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Term
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Definition
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Term
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Definition
Uniform Limited Liabilty Company Act
unifor act governing operation and management of LLCs |
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Term
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Definition
| Document filed with the state that creates an LLC |
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Term
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Definition
| Agreement governing the operation of an LLC |
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Term
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Definition
| An LLC managed by its members |
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Term
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Definition
| an LLC managed by managers, rather than all of its members |
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Term
| Administrative Dissolution |
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Definition
| Dissolition of a business entity for some technical reason, such as failure to file anual reports |
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Term
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Definition
| A legal entity created by a state to carry out business |
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Term
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Definition
Model Business Corporation Act;
an act on which individual statutes governing corporations are based. |
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Term
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Definition
| List of activities enumerated by a state in which a coporation can engage. |
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Term
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Definition
| A corportation operating in the state of its incorporation |
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Term
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Definition
| A corporation operating in a state other than it's state of incorporation |
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Term
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Definition
| a corporation formed in another country |
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Term
| Federal or State Corporation |
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Definition
| an entity formed under the authority of a federal or state statute for some public good. |
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Term
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Definition
| A corporation whose shares are sold to the public at large |
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Term
| Privately Held Corporation |
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Definition
| a corportation whose shares are usually owned by a small group, often family or friends. |
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Term
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Definition
| a corporation formed not to make a profit but for a public benefit, religious purposes or the mutual benefit of its members |
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Term
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Definition
| A corporation whose shares are held by a small group of shareholders that is allowed to act informally. |
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Term
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Definition
| a corporation organized by professionals (doctors, lawyers, accountants) |
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Term
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Definition
| a corporation that avoids double taxation by passing through all of its income to its (fewer than 100) shareholders |
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Term
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Definition
| A corporation that is not an S coporation and subject to double taxation |
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Term
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Definition
| a corporation that creates another corporation (the subsidiary) |
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Term
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Definition
| a corporation created by another corporation (the parent) |
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Term
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Definition
| although corporations are taxpaying entities, they are entitled to make deductions to offset corporate income (including interest expenses, costs for legal and accounting services, and costs of benefits and retirement plans). |
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Term
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Definition
| corporations may endure perpetually. Because stock is easily transferable, a corporation survives the death of its shareholders. |
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Term
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Definition
| concept in corporate law in which money earned by a corporation is taxed |
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Term
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Definition
| Stock upon the sale of which (at a loss) receives favorable tax treatment and is taxed as an ordinary loss |
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Term
| Qualified Small Business Stock |
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Definition
| Stock issued by a qualified corporation that provides certain tax benefits on the gain realized on the sale of the stock. |
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Term
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Definition
| one involved in organized a corporation |
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Term
| Preincorporation Contracts |
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Definition
| Agreements entered into by promoters on behalf of a yet-to-be formed corporation |
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Term
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Definition
| apporval of a transaction |
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Term
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Definition
Doctrine that certain actions are viewed as having occured on an earlier date.
ratification "relates back" to the date the preincorporation contract was entered into |
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Term
| Preincorporation share subscription |
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Definition
| Offer to purchase shares in a corporation before its formation |
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Term
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Definition
| Process of reserving a name of corporation while its incorporation papers are being prepared |
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Term
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Definition
| process of reserving a name in a foreign jurisdiction |
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Term
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Definition
| Corporation formed by another for the purposed of reserving the corporate name in a foreign jurisdiction |
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Term
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Definition
| A name under which a business operates that is not the name under which it was formed |
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Term
| Articles of Incorporation |
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Definition
| the document that creates a corporation; also called the certificate of incorporation or charter |
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Term
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Definition
| clause in the corporate articles that states the corporation may engage in any legal activity, also called full purpose clause |
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Term
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Definition
| Seldom-used legal theory that certain acts are invalid as being beyond a corporations powers |
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Term
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Definition
| the number of shares set forth in a corporation's articles that the corporation has authority to issue |
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Term
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Definition
| the minimum amount for which a corporation's stock can be sold |
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Term
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Definition
| Right of shareholder to buy pro rata (proportional) share of newly issued stock before its is offered to non shareholds |
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Term
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Definition
| Internal rules governing corporate procedures and operation |
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Term
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Definition
| A meeting held between regularly scheduled meetings |
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Term
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Definition
| Minimum number of persons required to transact business |
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Term
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Definition
| an annual accounting period for keeping records and reporting income and expenses |
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Term
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Definition
| Instrument used to emboss documents to verify authenticity |
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Term
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Definition
| Binder or book used to maitain minutes of corporate meetings and other records |
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Term
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Definition
| book containing stock certificates to be issued to shareholders |
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Term
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Definition
| first corporate meeting held to launch a corporation |
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Term
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Definition
| form required to be filed annually in most states providing information about the corporation |
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Term
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Definition
| a corporation that has substantially or strictly complied with statutory requirements and is unassailable |
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Term
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Definition
| a corporation that did not substantially comply with the statutory requirements and can only be challenged by the state |
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Term
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Definition
| a security representing ownership interest in an enterprise (often called a SHARE) |
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Term
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Definition
| a security representing an obiglation of the corporation issuer (which may be a BOND) |
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Term
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Definition
| Onr to whom a debt is owed by a corporation |
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Term
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Definition
| The number of shares the corporation has the authority to issue according to its articles |
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Term
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Definition
| shares issued by a corporation and held by investors |
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Term
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Definition
| stock in a corporation that carries certain rights and privileges |
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Term
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Definition
| the lowest price for which stock may be sold |
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Term
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Definition
stock issued for less than par value,
*only allowed in some states, if the directors determine it is in the best interest of the corporation |
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Term
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Definition
| an individual or entity that processes and issues a corporation's stock certificates |
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Term
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Definition
| An individual or entity that maintains a corporation's list of shareholders |
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Term
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Definition
a document showing ownership of a partial share*
*in some instances shareholders own fractions of shares, usually if the corporaton issues a share dividend, in this circumstance scrips may be issued over stock certificates
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Term
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Definition
| Ordinary stock og a corporation having no special privileges |
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Term
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Definition
| the winding up of a business and its affairs |
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Term
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Definition
| Distributions that add up and must be paid once a corporation has funds to do so |
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Term
| Non Cumulative Distribution |
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Definition
| A distribution that does not accumulate and is lost if it cannot be sold |
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Term
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Definition
| right to convert preferred stock into some other form of equity security, usually common stock. |
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Term
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Definition
| right to compel a stockholder or corporation to sell or buy stock back. |
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Term
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Definition
| right of corporation to require sharholder to sell stock back to corporation |
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Term
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Definition
| right of shareholder to require corporation of but stock from shareholder |
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Term
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Definition
| holders of preferred stock may be entitled to a stated distribution, upon liquidation. distributed only after the creditors are paid off, and before common stockholders receive any assets in liquidation. |
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Term
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Definition
| one to whom a corporate obligation or debt is owed |
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Term
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Definition
| debt for which no collateral is pledged |
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Term
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Definition
| a written agreement by which one party promises to repay money borrowed from another party |
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Term
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Definition
| Money borrowed by a corporation backed by collateral that can be seized in the event of nonpayment |
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Term
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Definition
| Instument issued with intent of raising money for an entity. |
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Term
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Definition
| document by which real estate is pledged as collarteral to secure payment as a debt (AKA mortgage note) |
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Term
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Definition
| Document by which personal property is pledged as collateral to secure payemnt of a debt. |
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Term
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Definition
| document filed with secretary of state to provide notice of a security interest |
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Term
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Definition
| Terms relating to a borrower's right to pay off or redeem a debt prior to its maturity date |
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Term
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Definition
| right of a lender to convert a debt security to an equity security |
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Term
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Definition
| process of making on obligation senior to others |
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Term
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Definition
| process of making on obligation junior to others |
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Term
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Definition
| a corporation whose debts are disporporationately hight to its equity |
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Term
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Definition
| tax penatly imposed on a corporation that retains earnings beyond resonable business needs (to encourage income be distributed to shareholders) |
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Term
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Definition
| fee imposed on business for privilege of doing business in a state |
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Term
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Definition
| voting in which each share of record has one vote |
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Term
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Definition
| Method of voting in election for directors in which each share carries as many votes as there are directors being elected. |
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Term
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Definition
| yearly meeting of shareholders |
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Term
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Definition
| a date selected in advance of a meeting or event |
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Term
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Definition
| minimum number of directors or shareholders required to be present before an action can be taken |
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Term
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Definition
| Written authorization from on directing another to vote his shares |
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Term
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Definition
| the number of votes received by one in an election when the candidate does not have a majority of votes, counting only 'for' votes a nominee and not counting 'against' votes or withheld |
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Term
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Definition
| an agreement among shareholders specifying how they will vote |
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Term
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Definition
| agreement among shareholders regarding their rights to purchase and sell stock in a corporation and usually imposing some restriction on those rights |
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Term
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Definition
| a notation marked on a stock certificate indicating the stock is subject to some restriction or limitation |
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Term
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Definition
| practice of sending only one report and proxy statement to shareholders with same surname and address |
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Term
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Definition
| action initiated to address direct harmdone to the complainant |
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Term
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Definition
| action initiated to enforce a right owned by another |
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Term
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Definition
| holding indivual shareholders responsible fore coporate obligation |
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Term
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Definition
| doctrine aleging separate corporate existence has been ignored by shareholders |
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Term
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Definition
| combining funds owned by different individuals or entities |
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Term
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Definition
| Those who manage a corporation |
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Term
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Definition
| Method of corporate governance in which not all directors are elected at the same time or election |
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Term
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Definition
| document reflecting action taken by agreement in writing rather than action taken in person at a meeting, generally, must be unanimous |
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Term
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Definition
| rule immunizing directors and officers for action taken so long as they acted in good faith |
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Term
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Definition
Director and Officer insurance
insurance procured to protect directors and officers from claims and lawsuits |
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Term
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Definition
| reimbursing another for injury sustained by the other, 'holding one harmless' from allegations against the person |
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Term
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Definition
| formal writeen policies relating to management of corporations |
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Term
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Definition
| director with no business or family relationships with corporation or its managers |
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Term
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Definition
| individuals appointed by directors to carry out various corporate activities |
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Term
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Definition
| Individual ho supervises other officers |
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Term
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Definition
| individual with primary responsibility for all financial matters |
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Term
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Definition
| individual who presides at corporate meetings |
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Term
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Definition
| express authority or direction given to one by another |
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Term
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Definition
| authority that one believes another to posess due to the other's posistion or conduct |
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Term
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Definition
| authority that naturally flows from one's position |
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Term
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Definition
| used strictly to refer to payments to shareholders that are not sharing of profits; used loosely to refer to any type of payment to shareholders |
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Term
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Definition
| used strictly to refer to a distribution of a corporation's profits to its shareholders; used loosely to refer to any type of payment made to shareholders |
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Term
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Definition
| distribution made to shareholders when a corp. liquidates (AKA dissolution distribution) |
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Term
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Definition
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Term
| Dividend Reinvestment Plan (DRP) |
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Definition
| plan allowing shareholders to immediately use their cash dividens to purchase more shares |
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Term
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Definition
| distribution of some form fo property made by corp. |
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Term
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Definition
| distribution by a corp. of its own shares |
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Term
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Definition
| test made to determine if dividends may be paid in which corporation must be solvent |
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Term
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Definition
| state of being able to pay debt s are they come due |
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Term
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Definition
| test to determine if dividends can be pain in which equity or assets exceed liabilities (AKA balance sheet test) |
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Term
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Definition
| net profits accumulated by a corporation |
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Term
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Definition
| value of a corporation's net assets that is greater than its stated capital |
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Term
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Definition
| status of a shareholder without the right to receive a declared dividend |
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Term
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Definition
| distributions paid when corporation is insolvent or from unauthorized accounts |
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Term
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Definition
| division of outstanding shares, to decrease price per share and increase attractiveness of share on the market |
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Term
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Definition
| reduction of outstanding shares. |
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Term
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Definition
| exchange of cash for shares (AKA share exchange) |
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Term
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Definition
| stock required by a corporation that is considered issued by not outstanding |
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Term
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Definition
| document filed with state that ammends article of incorporation |
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Term
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Definition
| articles complied into one readable form with no change made |
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Term
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Definition
| partly involved in a merger or other similar transaction |
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Term
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Definition
| combination of two or more corporations into one corporate entity |
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Term
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Definition
| corporation that does not survive a merger |
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Term
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Definition
| corporation that survives a merger |
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Term
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Definition
| combo of two or more corporations into one new entity |
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Term
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Definition
| merger btwn corporation and some other business entity |
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Term
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Definition
| initial letter setting forth basid understanding of parties to a transaction |
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Term
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Definition
| document setting fourth terms of planned merger |
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Term
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Definition
| merger of a subsidiary into a parent |
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Term
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Definition
| merger involving little transfer of survivor's stock to incomng shareholders |
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Term
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Definition
| sharholders who vote against merger or some other transaction |
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Term
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Definition
| right of dissenting shareholder to have shares purchased at their fail value |
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Term
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Definition
| document filed with state to effect merger |
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Term
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Definition
| exchange of the target's shares for shares in the acquiring corporation |
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Term
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Definition
| An entity that is the subject of acquisition or takeover |
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Term
|
Definition
| purchase of assets of an entity |
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Term
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Definition
| public offer made by a bidder to acquire shares in a target corporation |
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Term
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Definition
| transaction pursued by bidder without the support of the target's management |
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Term
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Definition
| acquisition of up to 4.9 percent of a target's stock (AKA toehold or creeping tender offer) |
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Term
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Definition
| federal law regulating tender offers and takeovers |
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Term
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Definition
| competitions between corporate management and an aggressor to take over board of directors (AKA proxy fight) |
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Term
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Definition
| strategies implemented by target to thwart a takeover |
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Term
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Definition
| highly favorable financial package awarded to senior managers in event of take over |
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Term
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Definition
| an anti-takeover measure triggered by a tender offer at which time the traget's shareholders are given additional rights (AKA shareholder's rights plan) |
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Term
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Definition
| sale of corporate assets by target to make itself less attractive to an acquirer |
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Term
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Definition
| agreement by corporate managers to resign en masse after a takeover if any are fired (AKA People pill) |
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| Federal statute requiring notifcation to goverment before mergers involving certain amounts of parties |
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| the changing of a corporation's state of incorporation |
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| the plan that provides the terms and conditions of a corporation's change of its state of incorporation |
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Term
| articles of incorporation |
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Definition
| the document filed with the state to effect a change of a corporation's state of incorporation |
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Definition
a business's change of its structure
ie) converting from a corporation to an LLC |
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Term
| articles of entity conversion |
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Definition
| document filed with state that effects change in a business's structure |
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Definition
| careful review of documents and transactions to ensure they are appropriate for a party and in compliance with all pertinent laws |
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Definition
| statutory list of activities in which a corporation may engage in a foreign state wotjpit neomg required to qualify to do business therein |
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Term
| Qualify to Transact Business |
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Definition
| Process of seeking persmission from foreign jurisdiction to do business therein |
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Term
| Certificate of Good Standing |
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Definition
| document issued by state of incorporation verifying corporation is in compliance with state requirements (AKA certificate of existence) |
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Definition
| process of canceling authority to do business in a foreign state |
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| action by a state withdrawing a foreign corporation's authority to do busines in that state |
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Definition
| termination of the legal status of an entity |
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Definition
| dissolution initiated by a corporation's directors or shareholders |
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Term
| Notice of Intent to Dissolve |
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Definition
| document filed with the state indicating corporation's intent to dissolve |
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Term
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Definition
| final document filed with state effecting termination of an entity (AKA certificate of dissolution) |
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Term
| Administrative Dissolution |
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Definition
| A dissolution initiated for a technical or administrative defaults, such as failing to file reports or pay taxes |
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Definition
| Process of reviving a corporation dissolved for administrative reasons |
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| Dissolution against the will of a corporation, intiated by state, shareholders, or creditors (AKA Judicial Dissolution) |
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Definition
Dissolution brought before the court
AKA -Involuntary Dissolution |
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| Process of collecting assets, paying debts and distributing remains to busienss owners (AKA Winding Up) |
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Definition
| process of winding up by managers of a business entity |
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| process of winding up by a court appointee |
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| One appointed by a court to oversee liquidation (AKA liquidator) |
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Definition
| a claim known by an entity |
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| a claim that has not yet been made against an entity |
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Definition
| Distribution to shareholders in liquidation process |
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corporation whose shares are held by a small group that is active in managing the corporation
AKA closey held corp.
statutory close corp. |
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| what is offered by nonprofit corporations to their owners rather than stock |
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Definition
corporations with common parent corporations
AKA brother-sister corporations |
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| a corporation, the stock of which is entirely owned by the parent |
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Definition
| Securities and Exchange Commission; federal agency charged with regulation of securities |
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Definition
| act requiring registration before inssuance of securities through interstate commerce |
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Definition
| act governing resale of securities after their initial issuance |
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| Sale of shares to the public at large |
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Term
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Definition
| SEC's electronic filing system |
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Term
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Definition
| filed with SEC reports major changes in certain companies |
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Term
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Definition
| quarterly form filed with SEC |
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Term
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Definition
| anual report filed with SEC |
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Definition
| trading in stock by corporate insiders with information unknown to the public at large |
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Definition
| profits made by certain corporate insiders within six months that must be disgorged |
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Definition
| marketplace where securities are traded |
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Definition
| Stocks of companies that are not sold through an exchange |
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