Ch 36: Corporate Formation & Financing

1 / 54
A fictitious legal entity that is created according to statutory requirements
Click the card to flip 👆
Terms in this set (54)
____________ corporation A corporation formed to operate charitable institutions, colleges, universities, and other not-for-profit entitiesnot-for-profit______ corporation -Many shareholders -Shares traded on organized security markets -Shareholders rarely involved in managementpublicly held_______ corporation -Few shareholders -Shareholders may have buy-and-sell agreements -Shareholders often involved in managementclosely heldA corporation formed by lawyers, doctors, or other professionals -Shareholders are called membersprofessional corporationA corporation is a _____ corporation in the state in which it is incorporateddomesticA corporation is a _____ corporation in states other than the one in which it is incorporatedforeignA corporation is an _____ corporation in the United States if it is incorporated in another countryalienThe person or persons, partnerships, or corporations that are responsible for incorporation of a corporation. -Primary duty - sign the articles of incorporationincorporatorThe person or persons who organize and start a corporation. Typically, -Negotiates and enters into contracts in advance of its formation -Finds the initial investors to finance the corporationpromoterBasic governing document of the corporation -Must be filed with secretary of state of state of incorporation -Contains name of corporation, number of shares authorized, name and address for registered agent and incorporators -May contain term, purpose, limitations, regulations of affairsarticles of incorporationA clause that can be included in the articles of incorporation that permits the corporation to engage in any activity permitted by lawgeneral-purposeA clause that can be included in the articles of incorporation that stipulates the activities that the corporation can engage inlimited-purposeA person or corporation that is empowered to accept service of process on behalf of a corporationregistered agentA detailed set of rules adopted by the board of directors after the corporation is incorporated -Contains provisions for managing the business and the affairs of the corporation -Governs internal management structure -May be amended by the board of directorscorporate bylawsA design that contains the name of the corporation and the date of incorporationcorporate sealA meeting held by the initial directors of the corporation after the articles of incorporation are filedorganizational meetingA corporation that has met certain requirements and has elected to be taxed as an S corporation for federal income tax purposess corpA corporation that does not qualify for or has not elected to be taxed as an S corporationc corpPowers given to a corporation by (1) the U.S. Constitution, (2) state constitutions, (3) federal statutes, (4) state statues, (5) articles of incorporation, (6) bylaws, and (7) resolutions of the board of directorsexpress powersPowers beyond express powers that allow a corporation to accomplish its corporate purposeimplied powersAn act by a corporation that is beyond its express or implied powersultra vires actRepresentation of ownership rights to a corporation (stocks)equity securitiesA type of equity security that represents the residual value of a corporation -Has no preferences -Does not have a fixed maturity date -Par value shares - common stock on which the corporation has set the lowest price -No par value shares - no assigned par valuecommon stockA type of equity security that is given certain preferences and rights over common stockpreferred stockThe right to receive a fixed dividend at stipulated periods during the yeardividend preferenceThe right to be paid a stated dollar amount if a corporation is dissolved and liquidatedliquidation preferenceCorporations must pay a preferred dividend if they have the earnings to do socumulative dividend rightAllows a preferred stockholder to participate in the profits of the corporation along with the common stockholdersright to participate in profitsConvertible preferred stock permits the preferred stockholders to convert their shares into common stockconversion rightStock that permits a corporation to buy back the preferred stock at some future date -Terms of the redemption are established when the shares are issuedredeemable preferred stockShares authorized in the corporation's articles of incorporationauthorized sharesShares sold by the corporationissued sharesShares repurchased by the corporation; these shares do not have the right to votetreasury sharesIssued shares minus treasury shares; these shares have the right to voteoutstanding sharestypes of debt securitiesdebenture, note, bondA long-term, unsecured debt instrument that is based on a corporation's general credit ratingdebentureA long-term debt security that is secured by some form of propertybondA short-term debt instrument with a maturity of five years or less; notes can be either unsecured or securednoteContract between the corporation and the holder that contains the terms of debt securityindenture agreementDissolution of a corporation that has begun business or issued shares upon recommendation of the board of directors and a majority vote of the shares entitled to vote -Articles of dissolution must be filed with the secretary of state of the state of incorporationvoluntary dissolutionSecretary of state will administratively dissolve corporation if it: -Failed to file annual report -Failed to maintain registered agent for 60 days -Failed to file change of registered agent -Did not pay franchise fee -Period of duration stated in articles has expired Secretary issues a certificate of dissolutionadministrative dissolutionDissolution of a corporation through a court proceeding instituted by the state -Instituted by attorney general of state of incorporation -Procured articles through fraud -Exceeded or abused authority -Decree of dissolution issuedjudicial dissolution_____ & _____ The process by which a dissolved corporation's assets are collected, liquidated, and distributed to -Creditors -Shareholders -Other claimantswinding up, liquidiationThe ending of a corporation that occurs only after the: -Winding-up of the corporation's affairs -Liquidation of its assets -Distribution of the proceeds to the claimantstermination