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Ethics And Laws I (234) > 29 - 34 Business Organization > Flashcards

29 - 34 Business Organization Flashcards

(81 cards)

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1
Q

Termination of corporation’s operation except activities needed for liquidation of the corporation

A

Dissolution

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2
Q

Owner of sole proprietorship

A

Proprietor

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3
Q

a business owned and operated by one person who is subject to claims of creditors (an owner’s financial interest in a business)

A

Sole Proprietorship (Proprietorship)

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4
Q

Law requiring operator of business under assumed name to register with the state

A

Fictitious name registration statutes

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5
Q

Business debts payable from personal assets

A

Unlimited liability

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6
Q

Member of a partnership

A

Partner

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7
Q

The voluntary association of two or more people who have combined their resources to carry on as co-owners of a lawful enterprise for their joint profit

A

Partnership

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8
Q

Partnership with no limitation on rights and duties of partners
(2 names)

A

Ordinary partnership
General partnership

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9
Q

Partnership with partner whose liability is limited to capital contribution and who is not viewed as an active business manager

A

Limited partnership

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10
Q

One engaged in buying and selling merchandise

A

Trading partnership

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11
Q

Partnership devoted to professional services

A

Nontrading partnership

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12
Q

Those individuals actively and openly engaged in the business and held out to everyone as a partner

A

General partner

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13
Q

An individual who takes no active party in the management of a firm / partnership, and has capital invested in the business, whether known to the public or not

A

Silent partner

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14
Q
  • partners who have their liability for the firm’s debts limited to the amount of their investments
  • partner who takes no active party in management and whom the public knows as a partner
    (silent partner is known as ___ if they are known)
A

Limited partner

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15
Q

Partner active in a business but UNKNOWN to the public

A

Secret partner

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16
Q

Partner unknown to public with no part in management
(2 names)

A

Dormant partner
Sleeping partner

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17
Q

Person who pretends to be a partner or permits others to represent him or her as a partner

A

Nominal partner

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18
Q

A judicial ignoring of the corporate entity

A

Piercing the corporate veil

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19
Q

Capital contribution is maximum loss

A

Limited liability

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20
Q

Business relationship similar to partnership, except existing only for a single transaction

A

Joint venture

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21
Q
  • entity that issues shares of stock, but investors have unlimited liability
  • association where the stock shares are transferable and control is delegated to a group or board
A

Joint-stock company

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22
Q

Registered partnership whose members run business but have limited liability

A

Limited liability partnership (LLP)

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23
Q
  • partnership-type organization with limited personal liability
  • combines features of both a corporation and partnership
  • newest form of business ownership recognized in the US
A

Limited liability company (LLC)

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24
Q
  • an artificial being, invisible, intangible, and exiting only in contemplation of law
  • a business entity created by statutory law and owned by individuals known as stockholders
  • association of people created by law into an entity
  • an entity that is something that has a distinct existence separate and apart from the existence of its individual members
  • a legal form of organization whereby a legal entity is authorized by a state to operate a business under the entity’s charter or articles of incorporation
A

Corporation

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25
A written document (partnership agreement) that states explicitly the rights and duties of partners in a partnership
Articles of partnership
26
On the fact of it
Prima facie
27
Evidence sufficient on its face, if uncontradicted
Prima facie evidence
28
Ownership of a partner in partnership property
Tenancy or owner in partnership
29
While the partner acts as a partner in the business and in the promotion of partnership interests
In the ordinary course of business
30
Change in relation of partners by elimination of one partner
Dissolution of a partnership
31
Taking care of outstanding obligations of a partnership and distributing remaining assets
Winding up
32
A corporation formed to carry out government functions
Public corporation
33
Public body with powers similar to a corporation’s
Quasi-public corporation
34
A corporation formed by individuals to carry out some non-governmental function
Private corporation
35
One formed by private individuals for charitable, educational, religious, social, or fraternal purposes
Not-for-profit corporation
36
One organized to run a business and earn money
For-profit corporation
37
Corporation in which ownership is represented by stock
Stock corporation
38
Certificates representing ownership in a stock corporation
Shares of stock
39
A creation of the US tax codes, where shareholders elect to be taxed as a partnership (no double taxation) without losing corporate status
Subchapter S corporations
40
Corporation that has very small number of shareholders, in which outstanding shares of stock and managerial control are held by a limited number of people (often members of the same family)
Close / closely held corporation
41
- one which operates in the state that granted the charter - one chartered in the state of incorporation
Domestic corporation
42
- designation that applies when a corporation operates in any state other than where it is chartered - corporation chartered under the laws of another state
Foreign corporation
43
- one that is incorporated in a foreign country - corporation chartered in another country
Alien corporation
44
One who takes initial steps to form a corporation
Promoter
45
People initially forming a corporation
Incorporators
46
Document giving specified information about a corporation
Prospectus
47
Written agreement to buy stock
Subscription agreement
48
One who agrees to buy stock in proposed corporation
Subscriber
49
Document stating facts about a corporation as required by law and for issuance of a charter
Articles of incorporation
50
The written application for permission to incorporate that is approved by a state official
Corporation charter
51
Rules enacted by directors to govern a corporation’s conduct
Bylaws
52
Contract exceeding a corporation’s power
Ultra vires contract
53
Declared VALUE of outstanding stock
Capital stock
54
Declared value of outstanding stock
Capital stock
55
Unit of stock
Share
56
- Person who owns stock - those having title to one or more shares of stock in a corporation - combined, they represent ownership of the corporation
Shareholder / stockholder
57
Stock that entitles owner to VOTE
Common stock
58
Stock giving special advantage as to payments of dividends, upon liquidation, or both
Preferred stock
59
Stock on which ALL DIVIDENDS must be paid before common dividends can be paid
Cumulative preferred stock
60
Stock on which CURRENT DIVIDENDS must be paid before common dividends are paid
Noncumulative preferred stock
61
Stock that SHARES with common stock in EXTRA dividends
Participating preferred stock
62
Stock on which maximum dividend is STATED PERCENTAGE of stock
Nonparticipating preferred stock
63
Stock with an assigned face value
Par-value stock
64
Stock without face value
No-par-value stock
65
Stock reacquainted by a corporation
Treasury stock
66
- stock paid for with property of inflated value - stock issued by a corporation as being fully paid when in fact, it is not
Watered stock
67
Right to purchase shares at a set price during a set time
Stock option
68
Profits of a corporation allocated to stockholders
Dividend
69
State laws to protect the public by preventing the sale of worthless stocks and bonds
Blue-sky laws
70
Officer, director, or owner of more than 10% of stock or any other class of securities of a corporation
Insider
71
Profits made by insider buying and selling corporation’s stock in a six-month period
Short-swing profits
72
Minimum number of shares required to be represented to lawfully transact business
Quorum
73
Combining two corporations to form a new one
Consolidation
74
One corporation absorbed by another
Merger
75
Person who exposes wrongdoing in an organization
Whistleblower
76
A body of persons elected by the stockholders to define and establish corporate policy, to act on behalf of the corporation, and to carry out the board’s policies
Board of Directors
77
Right to purchase NEW shares in proportion to shares owned
Preemptive right
78
Attempt by competing sides to secure majority of stockholders’ votes
Proxy war
79
- person authorized to vote for another - written authorization to vote for another
Proxy
80
Device whereby stock is transferred to trustee to vote its shares for two more more shareholders
Voting trust
81
Stockholders votes for directors of corporation and has votes equal to company shares owned times the number of directors to be elected
Cumulative voting

Ethics And Laws I (234) (9 decks)

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