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Exam 1 - Legal organizations
Exam 1 - Legal organizations
28
Health Care
Graduate
01/23/2013

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Term
Legal forms of organization (4)
Definition
proprietorship,
partnership,
corporation,
limited liability company (LLC)
Term
Most common form of ownership in US =
Definition
sole proprietorships
Term
Sole proprietorship =
Definition
business owned/controlled by ONE person
Term
Financial advantages of sole proprietorship (3)
Definition
all profits >> owner,
just regular income tax,
higher credit ratings
Term
Advantages of sole proprietorship (4)
Definition
financial,
secrecy,
lack of restriction,
personal satisfaction
Term
Disadvantages of sole proprietorship (3)
Definition
unlimited liability (responsible for all debts; business & personal),
limited size,
limited life
Term
Partnership =
Definition
association of 2+ persons as co-owners
Term
Types of partnerships (7)
Definition
General,
Limited,
Limited liability,
silent,
secret,
dormant,
nominal
Term
General Partner: liability, activity
Definition
unlimited liability
very active
Term
Limited Partner: liability, activity
Definition
limited to investment
less active
Term
Limited Liability Partner: liability, activity
Definition
tax benefits of partnership while avoiding personal liability for malpractice of partners (doctors, lawyers, etc)
Term
Silent Partner: liability, activity
Definition
known by general public,
not active
Term
Secret Partner: liability, activity
Definition
not known by general public,
active in business
Term
Dormant Partner: liability, activity
Definition
not known by general public,
not active
Term
Nominal Partner: liability, activity
Definition
partner in name only
Term
Advantages of Partnerships (4)
Definition
incr sources of capital+credit,
improved decision-making,
improved chances of expansion/growth,
definite legal status
Term
Disadvantages of Partnerships (4)
Definition
unlimited liability (general partners; COLLECTIVELY liable),
problems c continuity (partner's share must be sold upon death),
managerial problems,
size limitation (smaller than corp)
Term
Requirements for corporations (3)
Definition
get permission from state,
≥3 incorporators (MI = 1 incorp),
corporate charter (type of business, # of shares)
Term
Stockholders =
(TEST)
Definition
"owners in the corporation &
have the right to elect members of the Board of Directors"
Term
Responsibility of Board of Directors =
Definition
formulate long-range direction;
approving plans of top-management
Term
Advantages of corporation (5)
Definition
limited liability (stockholders = limited partners),
indefinite life,
growth potential,
managerial efficiency (separate owners/managers),
transfer of ownership
Term
Disadvantages of corporation (4)
(TEST)
Definition
heavy taxation (**double-taxation**),
high organizational expense (charter fee, CPAs, etc),
government restrictions (regulated stock sales),
lack of secrecy
Term
Two types of corporations (letters...)
Definition
S-Corp,
C-Corp
Term
S-Corp =
Definition
tax code: allows income to be taxed as partnership income to stockholders (avoid double taxation!)
Term
Eligibility requirements of S-Corp (2)
Definition
≤100 stockholders
≤25% income comes from passive investments (dividends, rent, capital gains)
Term
LLC = hybrid of...
Definition
limited liability of corp
+
tax advantage of partnership
Term
Advantages of LLC (1)
Definition
no limit on # of shareholders
Term
Disadvantages of LLC (1)
Definition
statutes differ from state to state
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