BUS 202: Chapter 39
shareholders, board of directors
________ may amend or repeal the bylaws of a corporation under the revised MBCA. _________________ may also amend or repeal the bylaws of a corporation the articles of incorporation/ statute says differently
all
________ states require the corporation name to include the word Corporation (Corp.), Incorporated (Inc.), Company (Co.), or Limited (Ltd.)
corporate officers
______________ have the implied power to bind a corporation in matters directly connected with ordinary business affairs of the enterprise
promoter
a __________________ will remain personally liable for a pre-incorporated contract until the corporation assumes liability through a novation
partnership
a closely held corporation is often operated like a __________________.
holding company
a company whose business activity activity consists of holding shares in another company
novation
a contract to substitute a third party in the place of one of the original contracting parties
public corporation
a corporation that is formed . by the government to meet some political or governmental purpose
s corporation
a corporation that will be automatically taxed under Subchapter C unless it elects S corporation status
professional corporation
a corporation which includes a professional, such as a physician, lawyer, dentist, or accountant
personally liable
a corporation's failure to disclose it's corporate status through the appropriate terminology can result in the individual who signed a contract for the corporate to be held __________________.
private equity capital
a financing method by which a company sells equity in an existing business to a private or institutional investor
agent
a person who has been designated as someone who can receive legal documents on behalf of a corporation
bond indenture
a written agreement between a bond issuer and a bondholder, normally consisting of a specified interest rate, maturity rate, and other terms
partnership
an s corporation is taxed like ____________________.
nonprofit corporation
any corporation that is formed for a purpose other than making profits
closely held corporation
any corporation whose shares are not publicly traded
publicly held corporation
any corporation whose shares are publicly traded in a securities market such as the New York Stock Exchange
ultra vires
beyond the power
cannot
bylaws __________ conflict with incorporation statutes or the articles of incorporation
venture capital
capital provided to new business ventures by professional, outside investors; high risk
shareholder agreement
control of a closely held corporation can be stabilized through the use of a ________________________
securities
corporate stocks and bonds
person
corporations are recognized as a _________________.
bonds
debt securities
stocks
equity securities
de jure
if a corporation has substantially complied with all conditions precedent to incorporation, the corporation is said to have __________ existence
state corporation statutes
if a corporation's bylaws are silent on an issue, ______________ provide default rules that apply
ultra vires
in the past, most cases dealing with _________ acts involved contracts made for unauthorized purposes
bylaws
internal rules of management adopted by a corporation and its first organizational meeting
federal corporate rate
once the profits are brought "onshore" from a holding company, they are taxed at the _______________________.
filed
once the secretary of state stamps the articles of incorporation of a corporation "______" and returns these articles to the incorporators, the corporation officially exists.
vote
one _______ per share held
limited liability
owners have __________________________ of corporations.
common stock
provide individuals with proportionate interest in a corporation with regards to: 1. control 2. earnings 3. net assets
bonds
represent the borrowing of funds by firms and government
stocks
represent the purchase of ownership in a business firm
de jure
rightful and lawful
retained earnings
shareholders gain money through this by means of the rise in the value of their stock
certificate of authority
some corporations must obtain a _____________ in any state in which it plans to do business
express powers
the ______________ of a corporation are found in it's article of corporation, law of the state incorporation, and state/federal constitutions
second step to incorporation
the _______________________ is to secure a corporation name through state approval
first step of incorporation
the ________________________ is to select a state in which to incorporate.
commence
the articles of incorporation _____________ the corporation
shares of stock
the articles of incorporation must specify the number of __________________ a corporation is authorized to issue
after
the bylaws are formed ________________ the commencement of a corporation by the board of directors
Delaware
the historically favored state in incorporating a corporation due to it's least restrictive laws
registered office
the office in which a corporation has been incorporated under that is also the principle office of that corporation
pierce the corporate veil
the only way a court can impose liability on a corporation is if they _________________________________.
incorporators
the person/persons who execute (sign) the articles of incorporation to incorporate a corporation are called
articles of incorporation
the primary document needed to incorporate a business; the basic information about a corporation that serves as the primary source of authority for its future organization and business functions
board of directors
these individuals are responsible for the overall management of the corporation
board of directors
these individuals are selected by shareholders of the corporation
corporate officers
these individuals are selected by the board of directors
corporate officers
these individuals run the daily business operation of a corporation
preferred stock
these types of stocks give their holders priority over holders of common stocks as to dividends and payment on dissolution of the corporation
corporation by estoppel
this doctrine of ____________________ is most commonly applied when a 3rd party contracts with an entity that claims to be a corporation but has not filed articles of incorporation.
respondeat superior
this doctrine states that corporations are liable for the torts committed by it's agents or officers with in the course and scope of their employment in a corporation
holding company
this type of company is normally established in a low-tax or no-lax offshore jurisdiction
closely held corporation
this type of corporation has either a single shareholder or a tightly knit group of shareholders who usually hold the position of directors and officers
foreign corporation
this type of corporation is is referred to as a _____________ in the second state; a corporation that is formed in one state but is operating in a second one
domestic corporation
this type of corporation is one whose operating in the state in which it was incorporated
alien corporation
this type of corporation is referred to as a ____________ in the US; a corporation formed in another country but doing business in the US
closely hold corporation
this type of corporation may require that more than a simple majority of the directors approve any action taken by the board
s corporation
this type of corporation must be a domestic corporation
s corporation
this type of corporation must have all shareholders that are residents of the united states
s corporation
this type of corporation must have no more than 100 shareholders
s corporation
this type of corporation must have only one class of stock
s corporation
this type of corporation must have shareholders that individuals, estates, or certain trusts and tax-exempted organizations
s corporation
this type of corporation must not be a member of an affiliated group of corporations
retained earnings
this type of dishing out profits will yield higher corporate profits in the future and thus cause the price of the company's stock to rise
borrow funds
to ____________ a corporation acts through it's board of directors to authorize the loan.
implied powers
unless specifically prohibited by respective laws, a corporation has the _____________ to perform all acts reasonably appropriate and necessary to accomplish its corporate purposes
dividends, retain profits
when a corporation earns profits, it can either _______________ or _________________.
pierce the corporate veil
when a corporation is formed to evade an existing legal obligation a court may be led to .....
pierce the corporate veil
when a corporation is set up to never make a profit/ is too thinly capitalized, and has insufficient capital at the time it is formed to meet its prospective debts or potential liabilities this leads a court to.....
alter ego theory
when a corporation was not operated as a separate entity but was just another side of the individual or group who actually controlled the corporation
pierce the corporate veil
when a party is tricked or misled into dealing with a corporation rather than the individual this leads court to.....
pierce the corporate veil
when personal and corporate interests are mixed together or commingled, to the extent that the corporation has no separate identity a court may be led to ......