Term
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Definition
| AGENCY IS A CONSENSUAL RELATIONSHIP WHEREIN AN AGENT AGREES TO AND/OR ACTS ON THE BEHALF OF A PRINCIPAL IN AFFECTING LEGAL RELTIONSHIPS WITH THIRD PARTIES |
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Term
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Definition
| CONFERRED UPON THROUGH ACTUAL AFFIRMATIVE APPOINTMENT. IF A 3RD PARTY IS AWARE THE PRINCIPAL HAS PLACED RESTRICTIONS ON THE AGENT, NO RECOVERY IS ALLOWED FOR ACTIVITIES EXCEEDING THE RESTRICTION |
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Term
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Definition
| MAY ARRISE FROM EXPRESS AUTHORITY OR FROM THE STATUS OF THE AGENT. APPARENT OR OSTENSIBLE AUTHORITY MAY ALSO CREATE LIABILITY TO PRINCIPAL WHERE THERE IS NO ACTUAL AUTHORITY (AND THUS NO IMPLIED AUTHORITY) BUT THE PRINCIPAL'S ACTIONS, CONDUCT OR MANIFESTATION LEADS AN ORDINARILY PREUDENT TO REASONABLY BELIEVE THE AGENT HAS AUTHORITY. |
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Term
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Definition
| MAY ENFORCE AN AGENT'S K WITH 3RD PARTY UNLESS THERE WILL BE A MATERIAL CHANGE IN PERFORMANCE OR IT CAN BE SHOWN THE THIRD PARY WOULD NOT HAVE ENTERED THE K HAD THEY KNOW THAT THE AGENT WAS DEALING ON BEHALF OF AN UNDISCLOSED PRINCIPAL. |
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Term
| AGENT'S PERSONAL LIABILITY |
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Definition
| ONLY IF PRINCIPAL UNDISCLOSED AND/OR LACKS CAPACITY - AGENT IS ALWAYS LIABLE TO 3RD PARTIES FOR OWN TORTS. |
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Term
| PRINCIPAL'S TORT LIABILITY |
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Definition
| IF AGENT'S ACT COMMITTED IN CORSE AND SCOPE OF AGENCY (RESPONDEAT SUPERIOR) |
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Term
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Definition
| MUST BE ACTUAL NOTICE TO PRIOR CUSTOMERS AND CONSTRUCTIVE NOTICE TO 3RD PARTIES |
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Term
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Definition
| LAW GOVERED BY RUPA AN ASSOCIATION TO CARRY ON AND MANAGE AS CO OWNERS OF A BUSINESS FOR PROFIT |
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Term
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Definition
| DEFALUT BUSINESS ENTITY; EXPRESS INTENT NOT REQUIRED; PARTNERS HAVE UNLIMITED PERSONAL LIABILTY (JOINT AND SEVERAL) FOR ALL PARTNERSHIP DEBTS |
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Term
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Definition
| APPARENT OR INHERENT AUTHORITY IN CARRYING OUT ORDINARY COURSE OF PARTNERSHIP BUSINESS BINDS THE PARTNERSHIP IN K. |
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Term
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Definition
| TO ENTIRE PARTNERSHIP OF PTNR ACTING IN COURSE AND SCOPE OF PTNSHIP BUSINESS |
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Term
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Definition
| DEFAULT POSITION IS SHARE EQUALLY, BUT CAN BE CHANGED; SHARING OF PROFITS A PREREQUISITE TO PARTNERSHIP |
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Term
| PROPERTY IN PARTNERS NAME |
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Definition
| SUBJECT TO PARTNERSHIP DEBTS IF PARTNERSHIP ASSETS USED TO ACQUIRE, BUT MERE USE BY PTNSHIP NOT ENOUGH (IF PTNERSHIP INSOLVENT, INDIV. PTNR MAY BE LIABLE PERSONALLY AND ASSETS SUBJECT TO PARTNERSHIP DEBTS. |
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Term
| PARTNERS FIDUCIARY DUTIES |
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Definition
| HAVE DUTY TO EACH OTHER OF LOYALTY, INCLUDING THE EXERCISE OF DUE CARE, OPERATE IN GOOD FAITH AND FAIR DEALING, NOT COMPETE OR TAKE PARTNERSIP OPPORTUNITIES, AND ACCOUNT TO THE PARTNERSHIP FOR ANY PROPERTY OR BENEFIT RECEIVED. |
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Term
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Definition
| A PARTNER WITHDRAWS, IS EXPELED OR DIES |
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Term
| CONVEYANCE OF PARTNERSHIP INTEREST |
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Definition
| MERELY TRANSFERS RIGHT TO RECIVE SHARE OF PROFITS, AND LIABILITY FOR LOSSES, BUT DOES NOT, WITHOUT AGREEMENT OF ALL OTHER PARTNERS, GIVE THE PURCHASER ANY RIGHTS OF MANAGEMENT. |
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Term
| LIMITED PARNTER ACTIVE IN BUSINESS |
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Definition
| HOLDS HIMSELF OUT AS PARTNER AND BECOMES LIABLE AS ONE |
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Term
| FAILURE TO PROPERLY FILE, LLC, LP, OR LLP STATEMENT |
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Definition
| RESULTS IN GENERAL PARTNERSHIP STATUS WITH UNLIMITED OWNER LIABILITY. |
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Term
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Definition
| WA BCA GOVERNS ALLOWIN ANY LAWFUL ACT: THE BCA DEFALULT PROVISIONS CONTROL UNLESS LEGALLY MODIFED BY THE aRTICLES OF iNCOPORATION OR BYLAWS. |
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Term
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Definition
| IS A FIDUCIARY OWING LOYALTY, GOOD FAITH, FAIR DEALING AND CAN MAKE NO SECRET PROFIT. HE IS PERSONALLY LIABLE FOR AN PRE-INCOPORATION K. |
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Term
| STATUS BEFORE PROPER FILING |
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Definition
| GEN PARNTERSHIP - UNLIMITED LIABILITY OF PARTNERS |
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Term
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Definition
| OFFICERS, DIRECTORS AND SENIR EXEUTIVES ARE FIDUCIARIES AND MUST STAY INFORMED ABOUT CORP'S ACTIVITIES. |
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Term
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Definition
| DIRECTORS AND OFFICERS MAY NOT HAVE OR COMPETE WITH CORP, USRPING A CORPORATE OPPORTUNTIY OR ENGAGING IN APPROPRIATION OF A CORPORATE TRADE SECRET. |
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Term
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Definition
| WITH INSIDERS MUST BE DISCLOSED, FAIR, AT MARKET TERMS AND APPROVE BY MAJORITY OF NON-INTERESTED DIRECTORS OR SHAREHOLDERS. |
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Term
| RESTRICITION OF INSIDER LIABILITY |
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Definition
| OK IF IN ARTICLES FOR SIMPLE NEGLIGENCE, BUT NOT FOR KNOWING VIOLATIONS OF LAW, INTENTIONAL MISCOUNDCT OR PERSOANL BENEFIT TO WHICH THEY ARE NOT ENTITLED. |
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Term
| HONEST ERRORS OF INSIDERS |
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Definition
| BUSINESS JUDGMENT RULE PROTECTS AS LONG AS THEY MADE REASONABLE INVESTIGATION |
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Term
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Definition
| SHAREHOLDERS HAVE A RIGHT TO VOTE FOR AT ANNUAL MEETING AFTER PROPER NOTICE. |
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Term
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Definition
| SHAREHOLDERS MUST RECEIVE WITHIN 120 DAYS OF END OF FISCAL YEAR (BY CPA) AND SHALL HAVE RIGHT OF INSPECTION OF CORP BOOKS AND RECORDS AFTER WRITTEN DEMAND AND REASONABLE NOTICE. |
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Term
| DISSENTING SHAREHOLDER RIGHTS |
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Definition
| DISSENTING FROM A FUNDAMENTAL CHANGE IN CORP SHALL RECEIVE THE FAIR VALUE OF THEIR STOCK IN CASH, CT WILL DETERMINE IF NO AGREEMENT CAN BE REACHE. |
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Term
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Definition
| NONE UNLESS THERE WAS A BALANCE OWED ON THEIR SUBSCRPTION AGREEMENT, THEY RECEIVED DIVIDENDS THAT RENDERED THE CORPORATION INSOLVENT OR THE CORPORATE VEIL IS PIERCED TO AVOID UNJUST ENRICHMENT. |
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Term
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Definition
| CORP USED TO PERPETRATE A FRAUD OR THE SHAREHOLDERS TREAT THE CORP AS ALTER EGO BY DISREGARDING CORP FORMALITIES; A COURT ALSO MAY SUBORDINATE SHAREHOLDER LOANS TO THE CLAIMS OF OUTSIDE CREDITORS |
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Term
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Definition
| SHAREHOLDER MAY BRING ACTION IN IF CORP ACT COMPLAINED OF HAD DIRECT IMPACT ON THEIR PERSONAL FINANCES |
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Term
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Definition
| IN NAME OF CORP; REQUIRES WRTTEN DEMAND ON DIRECTORS TO PURSUE CLAIM; AFTER 90 DAYS SUIT MAY BE BROUGHT AND IF SUCCESSFUL AND CONFERS BENEFIT ON CORP; CORP MUST PAY LEGAL EXPENSES OF SHAREHOLDER. |
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Term
| SHAREHOLDER RIGHTS TO SEEK DISSOLUTION |
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Definition
| ILLEGAL OR FRAUDULENT ACTIVITIES; OPRESSION OF MINORITY SHAREHOLDERS BY MAJORITY; WASTE OF ASSETS; OR DEADLOCK |
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Term
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Definition
| LLC HAS ELEMENTS IN COMMON WITH BOTH CORPS AND PARTNERSHIPS BUT IS NEITHER. MEMBERS OF AN LLC HAVE LIMITED LIABILITY LIKE A CORP, BUT PASS THROUGH TAXATION LIKE A PARTNERSHIP OR SUB S CORP; MANAGMENT STRUCTURE IS A GOVERNED BY STATUTE AND IS A COMBINATION OF CORP AND PARTNERSHIP ELEMENTS. |
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Term
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Definition
| ONLY TO THE VALUE OF THEIR CONTRIBUTION; BUT THE LLC MUST FILE THE CERTIFICATE OF FORMATION WITH THE SEC OF STATE. |
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Term
| FAILURE TO FILE CERTIFICATE |
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Definition
| RESULTS IN GENERAL PARTNERSHIP STATUS WITH UNLIMITED MEMBER LIABILITY |
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Term
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Definition
| LLCs ARE MEMBER MANAGED WITH ALL MEMBERS PARTICIPATING IN MANAGEMENT UNLESS THE CERTIFICATE OF FORMATION VESTS MANAGMENT POWER PERSON (MANAGER-MANAGED) |
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Term
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Definition
| LLC MEMBERS AND MANAGERS ARE NOT PERSONALLY LIABLE FOR TORTIOUS ACTS UNLESS THE MEMBER OR MANAGER PARTICIPATED IN THE TORTIOUS ACT. |
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Term
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Definition
| UPON DEATH; EXPULSION, WITHDRAWAL OR INCAPACITY; DISASSO MEMBER ENTITLED TO DISTRIBUTION OF HIS INTEREST |
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Term
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Definition
| IN ACCORDANCE WITH THE STATED VALUE OF THEIR INDIVIDUAL CONTRIBUTIONS, NOT EQUALLY AS IN PARTNERSHIP, UNLESS LLC AGREEMENT STATES OTHERWISE. |
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Term
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Definition
| OK, BUT MAY NOT PARTICIPATE IN MANAGEMENT UNLESS ALL PTNRS AGREE |
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Term
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Definition
| ANALAGOUS TO CORP; BUT FAILURE TO FOLLOW FORMALITIES NOT FACTOR IF LLC CERTIFICATE/AGREEMENT DOES NOT REQUIRE MEETINGS |
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Term
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Definition
| JUDICIALLY OR ADMINISTRATIVELY AS CORP; EVENT IN AGREEMENT; WRITTEN CONSENT OF ALL MEMBERS; DISASSOCIATION OF LAST MEMBER |
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Term
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Definition
| SIMILAR TO LLC; OPEN TO PROFESSIONALS, BUT WILL NOT LIMIT THEIR PERSONAL LIBILITY FOR MALPRACTICE; ALL PARTNERS MANAGE; UNANIMOUS APPROVAL FOR ANY TRANSFER; ALL PARTNERS CAN OBLIGATE LLP |
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