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Law-Chapter 22-Corporate Formation and Financing


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


person or persons, partnerships, or corporations that are responsible for incorporation of a corporation


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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