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Paralegal > Business organizations > Flashcards

Business organizations Flashcards

1
Q

TBOC stands for?

A

The Texas Business Organizations Code.

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2
Q

In Texas, the statute that governs business organizations is called ……………….

A

The Texas Business Organizations Code.

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3
Q

Types of Business Organizations

A 
Sole Proprietorship
General Partnership
Limited Partnership
Limited Liability Partnership
Limited Liability Company
Corporation
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4
Q

………..is the Simplest form of business organization.

A

Sole Proprietorship

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5
Q

……………….The owner is the business. There is no separate legal entity.

A

Sole Proprietorship

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6
Q

The ……………………. is legally responsible for the business’s contracts and the torts s/he or any employees commit in the course of employment.

A

Sole Proprietorship

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7
Q

DBA stands for

A

doing business as.

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8
Q

In Texas, a ………………………….. is formed by filing an assumed name certificate with the County Clerk’s office.

A

doing business as (DBA)

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9
Q

Can operate under the name of the SP, or under a trade name, which is designated as a

A

doing business as

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10
Q

In Texas, a DBA is formed by filing an assumed name certificate with the …………………

A

County Clerk’s office

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11
Q

………………………………..are voluntary associations of two or more persons

A

Partnerships

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12
Q

Partners are……………….. for contracts & debts; they are …………………. for torts.

A

jointly liable

jointly & severably liable

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13
Q

A written partnership agreement is called a ………………….or………………………….

A

partnership agreement

articles of partnership.

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14
Q

…………………invest capital, manage the business, and are personally liable for partnership debts.

A

General partners

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15
Q

General partners invest capital, manage the business, and are …………………. liable for partnership debts.

A

personally

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16
Q

…………………invest capital, but do not participate in management and are not personally liable for partnership debts beyond their capital contribution.

A

Limited partners

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17
Q

Limited partners invest capital, but do not participate in management and are not………………………liable for partnership debts beyond their capital contribution.

A

personally

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18
Q

The ……………………………. are liable only up to the amount of their original contribution.

A

limited partners

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19
Q

The …………………….. have unlimited liability for debts of the LP.

A

General partners

20
Q

A Limited partnership has two types of partnerships:

A

general and limited partners

21
Q

The Certificate of Limited Partnership contains:

A

the name of the LP, character of the business, address of the place of business, address of the resident agent for service of process, name/address of each partner, amount contributed by each partner, and anything else the partners want to include.

22
Q

A…………………………..is a form of partnership in which all partners are limited partners and there are no general partners.

A

Limited liability partnership

23
Q

LLPs enjoy the ……………….. tax benefit

A

flow-through”

24
Q

Explain what does flow-through” tax benefit mean

A

no tax is paid at the partnership level and all profits and losses are reported on the individual partners’ income tax returns.

25
Q

LLPs must be created formally by filing articles of LLP with the …………….

A

Secretary of State.

26
Q

LLC is a…………….

A

Limited liability company

27
Q

An LLC is an unincorporated business entity that combines the most favorable attributes of a…………………………, …………………….
and a…………………..

A

general partnerships,
limited partnership, and
corporations.

28
Q

The owners of an LLc are called

A

members

29
Q

…………………may enter into an operating agreement that regulates the conduct of the company and governs relationships.

A

Members

30
Q

………………..are the dominant form of business organization, generating more than 85% of the country’s gross business receipts.

A

Corporations

31
Q

Owners of a corporation are called

A

shareholders

32
Q

…………………..are separate legal entities and are treated as artificial persons.

A

Corporations

33
Q

Corporations have the following unique characteristics:

A

Limited liability of shareholders;

2. Free transferability of shares;
3. Perpetual existence; and
4. Centralized management.
34
Q

…………………… have the following unique characteristics:

1. Limited liability of shareholders;
2. Free transferability of shares;
3. Perpetual existence; and
4. Centralized management.
A

Corporations

35
Q

A corporation is a ……………..corporation in the state in which it is incorporated and a…………..corporation in all other states and jurisdictions.

A

domestic

foreign

36
Q

When deciding which state to incorporate a corporation in, …………………..are the primary consideration.

A

tax issues

37
Q

……………….incorporates the most businesses in this country.

A

Delaware

38
Q

Delaware is known as……….

A

the most tax friendly state

39
Q

………………..is the basic governing document of the corporation. It must be filed with the ………………. of the state of incorporation.

A

Articles of Incorporation

Secretary of State

40
Q

…………………..are a detailed set of rules that are adopted by the board of directors after the corporation is incorporated.

A

Bylaws

41
Q

………….. contain provisions for managing the business and the affairs of the corporation.

A

Bylaws

42
Q

The……………….. appoints Officers, who conduct the daily business.

A

BOD -Board of Directors

43
Q

A Texas Corporation is formed by filing a………………………… with the SOS.

A

Certificate of Formation

44
Q

Texas imposes a privilege tax, called a ………….., on corporations.

A

margin tax

45
Q

Delaware imposes a privilege tax, called a ……………………., on corporations.

A

franchise tax

46
Q

A corporation whose stock is traded on a stock exchange is called a

A

public corporation.

47
Q

Ownership of a corporation is evidenced by

A

stock certificates.

Paralegal (25 decks)

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