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 ......