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15 terms

Law-Chapter 22-Corporate Formation and Financing

Law-Chapter 22-Corporate Formation and Financing
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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)