Business Organization
ultra vires act
A corporate act committed outside of the corporation's authority.
not-for-profit corporation
A corporation created for charitable and benevolent purposes.
C corporation
A corporation governed by Subchapter C of the Internal Revenue Code, that pays corporate taxes on its income.
S corporation
A corporation governed by Subchapter S of the Internal Revenue Code, in which the income of the corporation is taxed directly to the shareholders rather than to the corporation itself.
domestic corporation
A corporation organized in the state in which it is operating.
de facto corporation
A corporation that has a defect in its establishment, but that must be recognized as a valid corporation unless set aside by the state.
close corporation
A corporation that has restrictions on the transfer of shares.
eleemosynary corporation
A corporation that is created for charitable and benevolent purposes.
de jure corporation
A corporation that is established in strict compliance with the law.
foreign corporation
A corporation that is organized in a state other than that in which it is operating.
stock certificate
A document that evidences ownership of stock in a corporation.
charter
A document that gives authority to an organization to do business as a corporation. Also called articles of organization and certificate of incorporation.
certificate of incorporation
A document that gives authority to an organization to do business as a corporation. Also called articles of organization and charter.
articles of organization
A document that gives authority to an organization to do business as a corporation. Also called certificate of incorporation and charter.
sole proprietorship
A form of business that is owned and operated by one person.
limited liability partnership
A general partnership in which only the partnership, and not the individual partners, is liable for the tort liabilities of the partnership. Also called registered limited liability partnership (RLLP) and registered partnership having limited liability (RPLL).
corporation
A legal entity created under state law with the power to conduct its affairs as though it were a natural person.
limited liability company
A nonpartnership form of business organization that has the tax benefits of a partnership and the limited liability benefits of a corporation.
ostensible partner
A partner in name only, who has no real interest in the partnership. Also called nominal partner.
nominal partner
A partner in name only, who has no real interest in the partnership. Also called ostensible partner.
limited partner
A partner who invests money or other property in the business, but who is not liable for the debts or obligations of the partnership.
dormant partner
A partner who is not known to the public as a partner and who takes no active part in the business.
general partner
A partner who manages the business and is personally liable for its debts and obligations.
secret partner
A partner who takes an active part in the business, but is not known to the public as a partner.
limited partnership
A partnership formed by two or more persons having as members one or more general partners and one or more limited partners.
general partnership
A partnership in which the parties carry on a business for the joint benefit and profit of all partners.
winding-up period
A period during which partnership assets are liquidated, debts are paid, an accounting is made, and any remaining assets are distributed among the partners.
franchisee
A person to whom a franchise is given.
franchiser
A person who gives a franchise to another.
syndicate
A relationship in which two or more people combine their labor or property for a single business undertaking. Also called co-venture, joint enterprise, and joint venture.
joint venture
A relationship in which two or more people combine their labor or property for a single business undertaking. Also called co-venture, joint enterprise, and syndicate.
joint enterprise
A relationship in which two or more people combine their labor or property for a single business undertaking. Also called co-venture, joint venture, and syndicate.
co-venture
A relationship in which two or more people combine their labor or property for a single business undertaking. Also called joint enterprise, joint venture, and syndicate.
derivative action
A suit by a stockholder to enforce a corporate cause of action.
dissolution
An act or occurrence that requires the partnership to eventually terminate.
operating agreement
An agreement that sets forth the rights and obligations of the members and establishes the rules for operating a limited liability company.
franchise
An arrangement in which the owner of a trademark, trade name, or copyright licenses others, under special conditions or limitations, to use the trademark, trade name, or copyright in purveying goods or services.
partnership
An association of two or more persons to carry on as co-owners of a business for profit. Also called co-partnership.
co-partnership
An association of two or more persons to carry on as co-owners of a business for profit. Also called partnership.
unlimited liability
Liability that has no bounds.
members
Owners of a limited liability company.
silent partners
Partners who may be known to the public as partners, but who take no active part in the business.
managers
People who are designated by the members of a limited liability company to manage the company.
directors
People who are elected by stockholders to manage a corporation.
promoters
People who begin a corporation by obtaining investors and taking charge up to the time of the corporation's existence.
incorporators
People who organize a corporation by filing articles of organization with the state government.
stockholders
People who own shares in a corporation. Also called shareholders.
shareholders
People who own shares in a corporation. Also called stockholders.
dividends
Profits distributed to the stockholders of a corporation.
blue-sky laws
State laws designed to protect the public from the sale of worthless stocks.
preferred stock
Stock that has a superior right to dividends and to capital when the corporation is dissolved.
common stock
Stock that has no preferences, but that gives the owner the right to vote.
double taxation
Taxes on a corporation's income and on the dividends earned by the corporation's stockholders.
articles of incorporation
The basic charter of a corporation, which states the name, basic purpose, incorporators, amount and types of stock that may be issued, and special characteristics such as being a not-for-profit corporation.
limited liability limited partnership
The combination of a limited partnership and a limited liability partnership.
liquidate
Turn into cash.
