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Chapter 14: Formation and Operation of Business Organization
LEGL 2700 Reed
34
Law
Undergraduate 2
04/13/2010

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Term
Alter-Ego Theory
Definition
One method used courts to pierce the corporate veil when a shareholder fails to treat the corporate organization as a separate legal entity.
Term
Articles of Incorporation
Definition
The legal document that forms the application for the state charter of incorporation.
Term
Articles of Organization
Definition
The document used to create a limited liability company.
Term
Articles of Partnership
Definition
Another name for a formally drafted partnership agreement.
Term
Assumed-Name Statute
Definition
A state law that requires partners to make a public filing of their identities if their partnership operates under a name that does not reveal the partners identity.
Term
Buy and Sell Agreement
Definition
A contract, usually among partners, but perhaps among shareholders, wherein one party agrees to buy the ownership interest held by another party or the first party agrees to sell such an interest to the other party. These contractual provisions help provide for a transition of owners without harming the business of the organization.
Term
Charter
Definition
The legal document issued by a state when creating a new corporation.
Term
Closely Held
Definition
An organization that is owned by only a few people.
Term
Corporation
Definition
An artificial, but legal, person created by state law. As a business organization the separation of owners and managers gives it a high level of flexibility.
Term
Derivative Suit
Definition
A lawsuit filed by one or more shareholders of a corporation against the organizations management. This suit is brought to benefit the corporation directly and its shareholders indirectly.
Term
Director
Definition
Those individuals who are elected by the shareholders to decide the goals and objectives for the corporate organization.
Term
Dissolution
Definition
The cancellation of an agreement, thereby rescinding its binding force.
Term
Domestic Corporation
Definition
A business organization created by the issuance of a state charter that operates in the state that issued the charter.
Term
Double Tax
Definition
A disadvantage of a corporate form of organization in that the corporation must pay a tax on the money earned and the shareholder pays a second tax on the dividends distributed.
Term
Foreign Corporation
Definition
A business organization, created by the issuance of a state charter, that operates in states other than the one issuing the charter.
Term
General Partner
Definition
The owner of a limited partnership that enjoys the control of the partnership's operation. This type of partner is personally liable for the debts of the limited partnership.
Term
Incorporator
Definition
Those individuals who are responsible for bringing a corporation into being.
Term
Jointly and Severally Liable
Definition
The legal principle that makes two or more people, usually partners, liable for an entire debt as individuals or in any proportional combination.
Term
Limited Liability Company (LLC)
Definition
A type of business organization that has characteristics of both a partnership and a corporation. The owners are called members, and their personal liability is limited to their capital contribution. It is an organization, not a taxable entity.
Term
Limited Liability Partnership
Definition
A hybrid business partnership.
Term
Limited Partner
Definition
Those owners of a limited partnership who forgo control of the organization's operation in return for their liability being limited to the amount of their investment.
Term
Limited Personal Liability (Limited Liability)
Definition
This term is used to describe the exposure of business owners to pay the debts of their businesses when such exposure does not exceed the owner's investment in the business.
Term
Manager
Definition
A person designated and charged with day-to-day operations of a LLC.
Term
Members
Definition
The individuals or business entities that belong in an LLC.
Term
Officer
Definition
Those individuals appointed by directors of a corporation to conduct the daily operations of the corporate organization.
Term
Organizer
Definition
The parties responsible for bringing an LLC into existence. These parties correspond to the functions of incorporators with respect to corporations.
Term
Partnership
Definition
A business organization involving two or more persons agreeing to conduct a commercial venture while sharing its profits and losses.
Term
Piercing the Corporate Veil
Definition
The legal doctrine used by courts to disregard the existence of a corporation, thereby holding the shareholders personally liable for the organizations debt.
Term
Proxy
Definition
The legal document whereby shareholders appoints an agent to vote the stock at a corporation's shareholders' meeting.
Term
Publicly Held
Definition
A business organization that is formed as a corporation but, a shareholders' election, is treated a a partnership for taxation purposes.
Term
S Corporation
Definition
A business organization that is formed as a corporation but, by a shareholders' election, is treated as a partnership for taxation purposes.
Term
Say-on-Pay
Definition
A policy of companies that allow the compensation of executives to be reviewed by shareholders.
Term
Shareholder
Definition
The owners of a corporation. Typically these owners vote on major decisions impacting their corporations, most commonly the election of a board of directors.
Term
Sole Proprietorship
Definition
The simplest form of business organization, created and controlled by one owner.
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