Flashcards in Deck 33 Deck (21):
Cash tender offer
Offer to purchase a corporation's stock directly from its shareholders at a specified price for a specified period of time
What is a requirement for a corporation to elect S corp. status?
Less than 100 shareholders, one class of stock
Each share is entitled to one vote for each director position that is being filled and the shareholders may cast the votes in any way. Helps minority shareholders gain representation on the board
right to purchase new issuances of additional stock in order to maintain current proportional ownership
Who has the right to corporate changes such as dissolution and amendments to the articles of incorporation?
A director of a corporation is considered a:
Owners of an LLC are addressed as:
Owners of a corporation are addressed as:
What document must be filed to form an LLC?
Articles of Organization
On dissolution of a general partnership the "order of distribution" would be as follow:
1) general partner loans; 2) partners capital accounts; and 3) general partners profits
For a general partnership, when is a majority vote required?
Matters within the ordinary course of business
For a general partnership, when is unanimous consent required?
Matters outside the ordinary course of business (except for dissolution, can be done by one partner)
Rights in partnership property (PPE and inventory)
Not assignable and cannot attach
Rights in partnership interest (Owners equity)
Interest is assignable and may attach
Dissociation of a partnership
Change in partners (partners withdraws, dies, goes bankrupt)
Dissolution of a partnership
Partnership is terminated and the business is wound up
Allocation of profits and losses for an LP, LLC, and corp:
According to capital contributions (unlike GP)
Allocation or profits and losses for an LLP and GP:
Allocated equally or according to profits
Retained earnings decreases, paid in capital increases, but total equity does not change
What rights do shareholders have?
Elect directors and vote on fundamental changes