Law-Chapter 22-Corporate Formation and Financing
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15 terms
Terms | Definitions |
|---|---|
 corporation | fictitious legal entity that is created according to statutory requirements |
| corporations codes | state statutes that regulate the formation, operation, and dissolution of corporations |
| limited liability of shareholders | general rule of corporate law which provides that generally shareholders are liable only ot the extent of their capital contributions for the debts and obligations of their corporation and are not personally liable for the debts and obligations of the corporation |
| Revised Model Business Corporation Act (RMBCA) | 1984 revision of the MBCA that arranges the provisions of the act more logically, revises the language to be more consistent, and makes substantial changes in the provisions |
| private corporation | corporation created to conduct a business for profit that can distribute profits to shareholders in the form of dividents |
| publicly held corporation | corporation that has many shareholders and whose securities are often traded on national stock exchanges |
| closely held corporation | corporation owned by one or a few shareholders (close corporation) |
| professional corporation | corporation formed by lawyers, doctors or other professionals |
| domestic corporation | corporation in the state in which it was formed |
| foreign corporation | corporation in any state or jurisdiction other than the one in which it was formed |
| alien corporation | corporation that is incorporated in another country |
| incorporator | person or persons, partnerships, or corporations that are responsible for incorporation of a corporation |
| promoter | person or persons who organize and start a corporation, negotiate and enter into contracts in advance of its formation, find the initial investors to finance the corporation, and so forth |
| promoters' contracts | collective term for such things as leases, sales contracts, contracts to purchase property, and employment contracts entered into by promoters on behalf of the proposed corporation prior to its actual incorporation |
| articles of incorporation | basic governing documents of a corporation. it must be filed with the secretary of state of the state of incorporation. (corporate charter) |
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