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Flashcards in Business organizations Deck (47):
1

TBOC stands for?

The Texas Business Organizations Code.

2

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

The Texas Business Organizations Code.

3

Types of Business Organizations

Sole Proprietorship
General Partnership
Limited Partnership
Limited Liability Partnership
Limited Liability Company
Corporation

4

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

Sole Proprietorship

5

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

Sole Proprietorship

6

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

Sole Proprietorship

7

DBA stands for

doing business as.

8

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

doing business as (DBA)

9

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

doing business as

10

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

County Clerk’s office

11

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

Partnerships

12

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

jointly liable
jointly & severably liable

13

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

partnership agreement
articles of partnership.

14

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

General partners

15

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

personally

16

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

Limited partners

17

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

personally

18

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

limited partners

19

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

General partners

20

A Limited partnership has two types of partnerships:

general and limited partners

21

The Certificate of Limited Partnership contains:

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

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

Limited liability partnership

23

LLPs enjoy the .................... tax benefit

flow-through”

24

Explain what does flow-through” tax benefit mean

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

25

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

Secretary of State.

26

LLC is a................

Limited liability company

27

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

general partnerships,
limited partnership, and
corporations.

28

The owners of an LLc are called

members

29

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

Members

30

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

Corporations

31

Owners of a corporation are called

shareholders

32

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

Corporations

33

Corporations have the following unique characteristics:

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

34

........................ have the following unique characteristics:
1. Limited liability of shareholders;
2. Free transferability of shares;
3. Perpetual existence; and
4. Centralized management.

Corporations

35

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

domestic
foreign

36

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

tax issues

37

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

Delaware

38

Delaware is known as..........

the most tax friendly state

39

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

Articles of Incorporation
Secretary of State

40

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

Bylaws

41

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

Bylaws

42

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

BOD -Board of Directors

43

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

Certificate of Formation

44

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

margin tax

45

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

franchise tax

46

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

public corporation.

47

Ownership of a corporation is evidenced by

stock certificates.