B-Law Final Terms

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Naylor

Sole Proprietorship

An unincorporated business owned by one person

Close Corporation

A company whose stock is not publicly traded.

Partnership

An unincorporated association of two or more co-owners who operate a business for profit

Dissociation

When a partner leaves the partnership

Partnership at will

A partnership with no fixed duration. Any of the partners may leave at any time, for any reason

Term partnership

A partnership in which the partners agree in advance how long it will last.

Joint venture

A partnership for a limited purpose

Business trust

An unincorporated association run by trustees for the benefit of investors.

cooperative

A group of individuals or businesses that join together to gain the advantages of volume purchases or sales.

Novation

a new contract with different parties

Authorized and unissued

Stock that has been authorized, but not yet sold

Authorized and issued

Stock that has been authorized and sold (another word for it is outstanding)

Treasury stock

Stock that a company has sold, but later bought back

Preferred Stock

Owners have preference on dividends and also, typically, in liquidation

Minute Book

The official record of a corporation

Bylaws

A document that specifies the orgainizational rules of a corporation or other organization (such as the date of the annual meeting and the required number of directors.

Bonds

Long-term secured debt.

Debentures

Long-term unsecured debt.

Notes

When issued by a company, short-term debt, typically payable within five years.

Pierce the corporate veil

A court holds shareholders personally liable for the debts of the corporation.

Principal

In an agency relationship, the person for whom an agent is acting.

Agent

In an agency relationship, the person who is acting on behalf of a principal.

Equal dignities rule

If an agent is empowered to enter into a contract that must be in writing, then the appointment of the agent must also be written.

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