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BBA 261: Test 3
Terms in this set (70)
When choosing a business type, what 3 things determine there choice?
3.) How your going to operate
What is a Principal?
Its the OWNER for the business
What is a business relationship between 2 or more parties for a limited time period?
Whats it called with the process of leading up to the dissolution of the business?
What is Joint Liability?
they are at risk together, when it comes to someone suing the business or corporation
What is Several Liability?
The risk of the person suing choosing a specific partner.
Which entity has both Joint and Several Liability?
What does D.B.A stand for
Doing. Business. As
If you are in a General Partnership, and you wanted to switch to a limited partnership what would you have to have?
In the case of Clancy vs. King, who sued?
In the case of Clancy vs. King, how did the court say about how Clancy acted?
In the case of US vs. Morton, who won?
What are the 2 reasons why the courts favored against Morton
1.) Failure to comply w/ the statutory requirements for establishing a limited partnership
2.) Her general involvement in the business
What was Morton trying to say who she was?
She was a Limited Partner
Who was the US representing in this case?
What did the IRS state that she was?
a General Partner
What does LLC stand for?
Limited Liability Company
What type of Filing is used to form an LLC
Articles of Organization
What document rules a partnership?
What are the people known as in an LLC
What will landlords sometimes ask for from a business to protect themselves
2 ways to run an LLC
What does Member-Managed LLC mean?
Members make the decisions, and run the everyday day operations
If 1 member wants to leave an LLC what 2 choices does the other members have to do?
2.) Keep it running
In Liberman vs. Wyoming, what job did Libermen have?
What happened with Lieberman and his position in the company?
They voted him out and removed him of his position.
What did Lieberman want?
He wanted back more money than what he originally invested.
Who did the courts decided for?
What is a Declaratory Judgement?
This is when a company ask the court what to do in a particular situation.
What are the 2 things in Lieberman vs. Wyoming case, that the courts are looking for, for guidance?
1.) Statute that talks about it
2.) Something in the agreement that they organially made
What 2 ways are a Limited Partner limited?
1.) They cannot participate in the business
2.) They are limited in Liability to the amount they invested
What do we call a method of running a business, where you get the name and ways of running the business from another company
Which party is the Franchisee?
The one BUYING the franchise
What do we call what you have to file to form a corporation?
Articles of Incorperation
What is the type of Corporation that you can select for the IRS that changes the liability?
Sub Chapter S
Who are the owners of the corporation?
Who runs the day to day operations of the corporation?
What is the purpose of the board of directors?
To set the Vision or Mission of the overriding things
What should the board of directors need to be careful about?
What do we call a corporation that is operating outside of its state of incorporation?
What do we call a fictitious entity that operates as its own person
Corporation that is restricted to people that have licenses?
What do we call a corporation who is doing business in there own state of incorporation?
What do we call a corporation that is ran by the government?
Where all business documents filed?
Sec. of States Office
What do we call a corporation that doesn't sell shares of stock?
What type of business entity has a income tax as a pass through entity to more than 1 individual?
Limited or General Partnership
What do we call the organizational form for an LLP
Statement of Qualifications
What kind of taxation does a corporation have?
double taxation - the entity is taxed and those who receive dividends are taxed
What kind of liability do the owners of a corporation have?
What term do we use when people want to go after an corporation and go through to personal liability?
piercing the corporate veil
which of the business types is where the owner sells shares of interest or commercial loans to finance?
LLP stands for?
Limited liability partnership
who manages an LLP?
managing partners or executive committee
who manages a general partnership?
what can a limited partner do?
give advice/expertise and money
what does a limited partnership use at the end of their name?
what does a sole proprietorship use at the end of their name?
what's the filing requirement for a sole proprietorship?
nothing for formation, but there is for DBA
which business entity has all debts and liabilities are personal?
which business form capitalizes by bank loans or selling stock?
what do we call a company that sells shares in the stock exchange?
what do we call a corporation that is formed for the good of the public, and they money they make goes back into the corporation
what is the document in a corporation that gives all the details of the operations?
what is the process of creating a business?
what do we call the risk that principals of business entities might have?
what do we call the way that the businesses are allowed to fund?
what do we call a non-statutory entity that gives title of its assets to a trustee for the benefit of the beneficiary?
if you had long term interest in motorcycles, and you decide you want to sell motorcycles, what business form should you use?
sole proprietorship OR corporation
if you and your friend decided to open a boutique and you both put equal amount of money in, what business form should you use?
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