How can we help?

You can also find more resources in our Help Center.

Study sets matching "corporations business entities"

Study sets
Classes
Users

Study sets matching "corporations business entities"

110 terms
Business Entities - Corporations
Formation & Status of Corporation Gene…
Forming a De Jure Corporation:... Filing…
Mandatory Provisions for Articles of I…
Optional Provisions for Articles of In…
Created by complying with the LA Business Corporation Act (LC…
Incorporators must pay fees & file two documents with SoS: ... (…
(1) Name of corp (must contain word "corporation" or abbrevia…
Can include any other provision not inconsistent w/ law regar…
Formation & Status of Corporation Gene…
Created by complying with the LA Business Corporation Act (LC…
Forming a De Jure Corporation:... Filing…
Incorporators must pay fees & file two documents with SoS: ... (…
11 terms
Corporations - Other Business Entities
What are professional corporations?
What are the three types of nonprofit…
What are the interest holders of nonpr…
What is a close corporation?
organizations organized solely by professionals - licensed in…
1. religious... 2. mutual benefit; and... 3. public benefit
members
a corporation having:... 1. a small number of shareholders;... 2. n…
What are professional corporations?
organizations organized solely by professionals - licensed in…
What are the three types of nonprofit…
1. religious... 2. mutual benefit; and... 3. public benefit
12 terms
Corporations - Terminology/Business Entities
Corporations
Non-Corporate Entities...
"Firm"
Transaction Costs
Tax Status:... Non-Profit Corporation: ... Close Corporation:... Publi…
...
legal entity used to assemble, organize, and manage resources…
Information Costs, negotiating costs
Corporations
Tax Status:... Non-Profit Corporation: ... Close Corporation:... Publi…
Non-Corporate Entities...
...
116 terms
Business Entities Corporations
Who may incorporate?
What are the name requirements for a c…
The name of a corporation cannot sugge…
Using an improper name will not end th…
1 or more natural or artificial persons capable of contracting
Must contain the word "corporation," "incorporated," or "limi…
That the corporation is a bank or insurance company
articles... (court could enjoin them from doing business)
Who may incorporate?
1 or more natural or artificial persons capable of contracting
What are the name requirements for a c…
Must contain the word "corporation," "incorporated," or "limi…
16 terms
Business Law Corporate Entities
What is a Sole Proprietorship?
What is a Partnership?
Rights among Partnership:
When can you sue your partner?
one person owns a business. No formality. (you sell stuff on…
Duties of a Partnership:... Avoid conflicts of interest ... Avoid d…
Do not own assets in the partnership ... (no personal assignment…
- Violation of agreement... - Violation of the law... - Excluded…
What is a Sole Proprietorship?
one person owns a business. No formality. (you sell stuff on…
What is a Partnership?
Duties of a Partnership:... Avoid conflicts of interest ... Avoid d…
12 terms
corporate responsibility business entities
sole proprietorship
general partnership
trading vs. non-trading partnership
corporations
no formal requirements, owner has unlimited personal legal li…
Two or more people enter into an enterprise for the purpose o…
non-trading partnership does not have the authority to borrow…
Artificial legal entity that comes into exist only where inco…
sole proprietorship
no formal requirements, owner has unlimited personal legal li…
general partnership
Two or more people enter into an enterprise for the purpose o…
36 terms
Chapter 9: Corporations and other Business Entities
Legal entity
State corporation law
Model Business Corporation Act (MBCA)
Articles of incorporation
A corporation has an existence separate from, and independent…
Corporations are formed by following the law of the state whe…
A model state law dealing with corporations, drafted by an or…
A written document prepared by founders (incorporators) of a…
Legal entity
A corporation has an existence separate from, and independent…
State corporation law
Corporations are formed by following the law of the state whe…
36 terms
CH9: CORPORATIONS AND OTHER BUSINESS ENTITIES
legal entity
state corporation law
model business corporation act (MBCA)
articles of incorporation
a corporation has an existence separate from, and independant…
corporations are formed by following the law of the state whe…
a model state law dealing with corporations, drafted by an or…
a written document prepared by founders (incorporators) of a…
legal entity
a corporation has an existence separate from, and independant…
state corporation law
corporations are formed by following the law of the state whe…
Chapter 9: Corporations and Other Business Entities
Corporation
Shareholder
Director
Officers
Artificial entities that can be created only through full com…
Owners of the company, and each one has invested money or som…
Manage the business
People who run the day-to-day operations of the company.... Such…
Corporation
Artificial entities that can be created only through full com…
Shareholder
Owners of the company, and each one has invested money or som…
77 terms
Business Law Ch.26: The Corporate Entity
A
C
A
stock certificate
Q. Which of the following can be defined as a corporation in…
Q. Which of the following is a point of similarity between a…
Q. What does the term pierce the corporate veil mean?... A. It r…
Q. A (n) _____ is written evidence of ownership of a unit of…
A
Q. Which of the following can be defined as a corporation in…
C
Q. Which of the following is a point of similarity between a…
91 terms
Business Entities
Partnership
Written Partnership Agreement
Retroactive Ownership of Immovable Pro…
Decisions Affecting Partnership
A juridical person, distinct from its partners, created by co…
Required Contents:... (i) Name of partnership... (ii) Address of pa…
Can file a partnership agreement, and it will relate back to…
Decisions regarding structure (unless otherwise agreed upon):…
Partnership
A juridical person, distinct from its partners, created by co…
Written Partnership Agreement
Required Contents:... (i) Name of partnership... (ii) Address of pa…
50 terms
Business Entities
Sole Proprietor... (how formed)
Sole Proprietor... (duty)
Sole Proprietor... (control)
Sole Proprietor... (termination)
-starts own business... -no required writing
-only to self
-sole control
-sells or stops doing business... -death
Sole Proprietor... (how formed)
-starts own business... -no required writing
Sole Proprietor... (duty)
-only to self
10 terms
Business Entities
Corporation
Limited Partnership
Sole Proprietorship
General Partnership
an artificial person or legal entity created by law and consi…
created by a written instrument filed with the Florida Depart…
A business owned by an individual. Sole Proprietors are perso…
2 or more persons for the purpose of jointly conducting a bus…
Corporation
an artificial person or legal entity created by law and consi…
Limited Partnership
created by a written instrument filed with the Florida Depart…
14 terms
Business Entities
Dissolution
Voluntary Dissolution
Notice of intent to dissolve
Articles of dissolution
Termination of the legal status of an entity.
Dissolution initiated by a corporation's directors or shareho…
Document filed with state indicating corporation's intent to…
Final document filed with state effecting termination of an e…
Dissolution
Termination of the legal status of an entity.
Voluntary Dissolution
Dissolution initiated by a corporation's directors or shareho…
289 terms
Bus Entities - Corporations
Money capital v human capital comes fr…
transferability of ownership interest…
corp taxes
internal organization of corp is: ... ou…
Money capital comes from holders/creditors - human capital fr…
- Shareholders can realize value of investment by selling fin…
Corporation pays federal, state and local taxes
Internal organization of corporation: shareholders and manage…
Money capital v human capital comes fr…
Money capital comes from holders/creditors - human capital fr…
transferability of ownership interest…
- Shareholders can realize value of investment by selling fin…
13 terms
Business Entities
LLC
LLP
C-corporations
S-corporation
Has the limited liability of corporation, but can be formed b…
has the limited liability of corporation, but is formed by pa…
has limited liability for owners and shareholders, can raise…
a corporations that can avoid double taxation, but have limit…
LLC
Has the limited liability of corporation, but can be formed b…
LLP
has the limited liability of corporation, but is formed by pa…
199 terms
Business Entities
What is the internal affairs doctrine?
Why are many Corps. incorporated in De…
How is a Corp. formed?
What is the purpose of the articles of…
Corp. will be governed by the state law in which it incorpora…
Most competent and business savvy attorney's within Corp. Law…
By filing in the state where it intends to be incorporated
To K around default rules, must include (1) name of entity (2…
What is the internal affairs doctrine?
Corp. will be governed by the state law in which it incorpora…
Why are many Corps. incorporated in De…
Most competent and business savvy attorney's within Corp. Law…
9 terms
business entities
sole proprietorship
general partnership
limited partnership
C Corporation
may be one of the simplest ways to start a business. Essentia…
a sharing of profits and losses, a joint ownership of the bus…
The general partner assumes the responsibility for the manage…
must pay corporate income tax ... then when profits are distr…
sole proprietorship
may be one of the simplest ways to start a business. Essentia…
general partnership
a sharing of profits and losses, a joint ownership of the bus…
86 terms
Business Entities
Is a corporation required to adopt by…
Will a director of a corporation be ab…
Will the shareholders of a corporation…
Will the directors of a corporation be…
Louisiana corporations may adopt bylaws but are not required…
Director Proxies... Generally speaking, directors must be presen…
Shareholders do not have preemptive rights unless those right…
Director Action ... NO, Directors of a corporation will not be a…
Is a corporation required to adopt by…
Louisiana corporations may adopt bylaws but are not required…
Will a director of a corporation be ab…
Director Proxies... Generally speaking, directors must be presen…
9 terms
Business Entities
Corporation
Creation of corporation articles of fi…
Sole proprietorship
General partnershp
no payout income
name, name of incorporators & registered agent, authorized #…
- not a separate "legal" entity, but IS a separate "accountin…
no income tax at entity level
Corporation
no payout income
Creation of corporation articles of fi…
name, name of incorporators & registered agent, authorized #…
28 terms
Business Entities
Sole Proprietorship / Formation
Sole Proprietorship / Management
Sole Proprietorship / Liability
Sole Proprietorship / Legal Position
"At Will"... Start and terminate at your own discretion
Autonomous
Unlimited
One Entity
Sole Proprietorship / Formation
"At Will"... Start and terminate at your own discretion
Sole Proprietorship / Management
Autonomous
BUSINESS ENTITIES (Corporation questions form 2013-2016 bars)
What is the minimum information that m…
What are preemptive rights and under w…
If a stockholder who is also a directo…
Does a director of a corporation actin…
• Corporations are required to issue stock certificates that…
• Right of a corporate shareholder to purchase the same perce…
• Yes... • A shareholder (director or not) is liable as a direct…
• No a corporate director acting as a director, only has a vo…
What is the minimum information that m…
• Corporations are required to issue stock certificates that…
What are preemptive rights and under w…
• Right of a corporate shareholder to purchase the same perce…
30 terms
BUSINESS ENTITIES (Corporation questions form 2013-2016 bars)
What is the minimum information that m…
What are preemptive rights and under w…
If a stockholder who is also a directo…
Does a director of a corporation actin…
• Corporations are required to issue stock certificates that…
• Right of a corporate shareholder to purchase the same perce…
• Yes... • A shareholder (director or not) is liable as a direct…
• No a corporate director acting as a director, only has a vo…
What is the minimum information that m…
• Corporations are required to issue stock certificates that…
What are preemptive rights and under w…
• Right of a corporate shareholder to purchase the same perce…
8 terms
Business Entities
Sole Proprietorship
General Partnership
Limited Partnership
Limited Liability Partnership
o Owned by an individual.... o Formed by commencing conducting b…
o Owned by 2 or more people.... o Formation requires an agreemen…
o Formation requires filing with the secretary of state.... Two…
o Formation requires filing with the Secretary of State to li…
Sole Proprietorship
o Owned by an individual.... o Formed by commencing conducting b…
General Partnership
o Owned by 2 or more people.... o Formation requires an agreemen…
42 terms
business entities
legal entity
A legal entity is capable of
natural person
legal persons
* distinct being/ legal person... * has a legal personality... *law…
* owning property... * entering contracts... *suing and being sued…
all human beings are natural persons
* includes groups of human beings acting collectively (artifi…
legal entity
* distinct being/ legal person... * has a legal personality... *law…
A legal entity is capable of
* owning property... * entering contracts... *suing and being sued…
45 terms
Business Entities
Define Sole Proprietor... To what degree…
Define Partnership... To what degree are…
Define Qualified Joint Venture
Define Corporation... How are they taxed?
An unincorporated business that is owned by one individual... -…
A relationship between two or more people who join to carry o…
An unincorporated business jointly owned by a married couple.…
A person or group of people incorporated by charter from the…
Define Sole Proprietor... To what degree…
An unincorporated business that is owned by one individual... -…
Define Partnership... To what degree are…
A relationship between two or more people who join to carry o…
24 terms
Business Entities
Sole Proprietorships
Sole Proprietorships
Sole Proprietorships
Partnerships
-A business owned by a single person... -Owner is the business
Advantages...... 1) Flexibility: Complete control and decision m…
Disadvantages...... 1) Unlimited liability or legally responsibl…
-An agreement by 2 or more persons to carry on, as co-owners,…
Sole Proprietorships
-A business owned by a single person... -Owner is the business
Sole Proprietorships
Advantages...... 1) Flexibility: Complete control and decision m…
29 terms
Business Entities
Sole Proprietorship
Partnership
Corporation
Limited Partnership
The default organization, no formal requirements to create, e…
Can be formed just by sharing net profits and management, tax…
A separate entity which protects personal liability and allow…
A mixture of liability for the general partner (who manages)…
Sole Proprietorship
The default organization, no formal requirements to create, e…
Partnership
Can be formed just by sharing net profits and management, tax…
41 terms
Business Entity
Advantages of the Sole proprietorship
Disadvantages of the Sole proprietorship
Franchises
Distributorship Franchise
The ease and low cost to form, the proprietor receives all of…
The proprietor has unlimited liability for any losses or liab…
A contractual relationship where the owner of a trademark, tr…
The franchisor manufactures a product and licenses a retail f…
Advantages of the Sole proprietorship
The ease and low cost to form, the proprietor receives all of…
Disadvantages of the Sole proprietorship
The proprietor has unlimited liability for any losses or liab…
12 terms
Business Entities
Sole Proprietorship owner is called
Sole Proprietorship legal liability is
Sole Proprietorship tax status is
Partnership owner is called
proprietor
100% / fully liable
non taxable
partner
Sole Proprietorship owner is called
proprietor
Sole Proprietorship legal liability is
100% / fully liable
355 terms
Business Entities
Agency
Components of An agency relationship
Why is an agency relationship signific…
Can an agency relationship be implied?
A relationship that results from the manifestation of consent…
1. Consent (must be consent by both parties)... 2. Control... 3. On…
Because the principal will be responsible and liable for the…
Yes, an agency relationship can be implied from the behavior…
Agency
A relationship that results from the manifestation of consent…
Components of An agency relationship
1. Consent (must be consent by both parties)... 2. Control... 3. On…
128 terms
Business Entities
Partnership: Definition
Partnership: Formal requirements
Partnership agreement: Required contents
Partnership: Participation of partners
A juridical person, distinct from its partners, created by or…
A partnership only needs to have a written partnership agreem…
1) Name of partnership; 2) address of partnership; 3) name an…
Partners share equally in profits, losses, and distribution o…
Partnership: Definition
A juridical person, distinct from its partners, created by or…
Partnership: Formal requirements
A partnership only needs to have a written partnership agreem…
9 terms
BUSINESS ENTITIES
Paul and Todd are starting their own b…
S PROP
S CORP
C CORP
ALWAYS GO WITH GENERAL PARTNER CHARACTERISTICS UNLESS OTHERWI…
establishing a small company that will carry few liabilities…
Only need minimum of one person. Limited to 100 shareholders.…
Taxed as separate entities (double taxation). ... Shareholders m…
Paul and Todd are starting their own b…
ALWAYS GO WITH GENERAL PARTNER CHARACTERISTICS UNLESS OTHERWI…
S PROP
establishing a small company that will carry few liabilities…
57 terms
Business Entities
Partnership
Formal Requirements for Partnership
A partnership cannot own immovable pro…
Where to file if written?
A partnership is a juridical person, distinct from its partne…
There are generally no formal requirements for formation. A p…
the partnership has a written partnership agreement.
Filed partnership agreements must contain: (i) the name of th…
Partnership
A partnership is a juridical person, distinct from its partne…
Formal Requirements for Partnership
There are generally no formal requirements for formation. A p…
10 terms
Business entities
corporation
shareholder
sole proprietorship
partnership
group of people act as a single entity by law
one that holds a part of a company
business owned by a single individual
business owned by two or more people
corporation
group of people act as a single entity by law
shareholder
one that holds a part of a company
22 terms
Business Entities
Sole Proprietorship is managed by...
Sole Proprietorship legal liability?
sole proprietorship continuity/transfe…
General partnership definition
the single owner
owner has unlimited personal liability on debts of business
-entity cannot be passed on or transferred... -ends with death o…
two or more people enter into an enterprise for the purpose o…
Sole Proprietorship is managed by...
the single owner
Sole Proprietorship legal liability?
owner has unlimited personal liability on debts of business
51 terms
Business Entities
Partnership
Corporation
Limited Liability Company
Principal
...
...
...
owners typically, invest their own money capital to acquire a…
Partnership
...
Corporation
...
90 terms
Business Entities
Agency Relationship
Fiduciary duty
Duties Owed by Principal
Duties Owed by Agent
relationship between two parties in which one party(agent) ag…
legal duty to act solely in another party's interests. They a…
-Compensation... -Reimbursement and Indemnification... -Cooperation
-Performance... -Notification... -Loyalty... -follow lawful instructio…
Agency Relationship
relationship between two parties in which one party(agent) ag…
Fiduciary duty
legal duty to act solely in another party's interests. They a…
36 terms
Business Entities
Agency
Agency Relationship
Agent
Agency Relationship
a factual relationship with legal consequences
Relationship between 1) principal 2) agent 3) third party
an individual (or entity) who has agreed to act on behalf of…
1) a principal agrees to have an agent act on his behalf 2) t…
Agency
a factual relationship with legal consequences
Agency Relationship
Relationship between 1) principal 2) agent 3) third party
100 terms
Business Entities
MBCA
Corporate advantages
corporate disadvantages
promoter
model business corps act; act on which many individual statut…
- limited liability for directors, officers, shareholders... - e…
- double taxation... - formalities of organization, expense of o…
one involved in organizing corporation
MBCA
model business corps act; act on which many individual statut…
Corporate advantages
- limited liability for directors, officers, shareholders... - e…
227 terms
Business Entities
Agency
To create an agency there must be:
Principal need not:
Creditor becomes a principal when
is a relationship that results from the manifestation of cons…
an agreement, but not necessarily a K
exercise physical control over actions of its agent so long a…
the creditor assumes de facto control over the conduct of the…
Agency
is a relationship that results from the manifestation of cons…
To create an agency there must be:
an agreement, but not necessarily a K
119 terms
Business Entities
Agency-principal Relationship
Analysis for Agency-principal relation…
When does Creditor becomes a Principal?
In Ks made by agent, how is a Principa…
Manifestation of the CONSENT by principal to agent that agent…
Establish an agency-principal relationship..Assuming relation…
At the point where creditor assumes de facto control over deb…
By agent acting within principal's authority
Agency-principal Relationship
Manifestation of the CONSENT by principal to agent that agent…
Analysis for Agency-principal relation…
Establish an agency-principal relationship..Assuming relation…
76 terms
Business Entities
Differences between Corporate Attorney…
Roles of the Corporate Attorney
Guardian Role
Disclosing info to Outsiders (First Se…
A. Corp atty thinks prospectively; anticipates matters; ident…
A. Counselor: advising client. What is material to the client…
Atty can't tell officers what to do w/their corp (he must acc…
In Utah: ... 1. (1) If atty reports up the ladder & nothing is d…
Differences between Corporate Attorney…
A. Corp atty thinks prospectively; anticipates matters; ident…
Roles of the Corporate Attorney
A. Counselor: advising client. What is material to the client…
20 terms
Business Entities
types of business
when choosing the type, entrepreneurs…
sole proprietorships
PROS sole proprietorships
sole proprietorships,corporations, limited liability companie…
sources of financing, tax issues, liability concerns, and oth…
-unincorporated businesses owned by one person... -earnings of a…
easy and inexpensive to create, and often operate
types of business
sole proprietorships,corporations, limited liability companie…
when choosing the type, entrepreneurs…
sources of financing, tax issues, liability concerns, and oth…
14 terms
Business Entities
Sole Proprietorship
General Partnership
Limited Liability Companies
LLC member's duties
1.) no state filings or fomal agreements.... 2.) Business income…
1.) 2 or more people... 2.) profits/losses shared... 3.) equal cont…
It's a separate legal person. ... NOTE: members can't be sued fo…
No limit on members/duties. ... Fiduciary duties to all other m…
Sole Proprietorship
1.) no state filings or fomal agreements.... 2.) Business income…
General Partnership
1.) 2 or more people... 2.) profits/losses shared... 3.) equal cont…
6 terms
Business Entities
Sole Proprietor
LLC
LLP
General Partnership
-flow through entity... 1. subject to S/E tax (FICA 6.2%, Medica…
limited liability corporation... -flow through entity... -files For…
limited liability partnership... -flow through entity... -files For…
-flow through entity... -files Form 1065 federal tax return
Sole Proprietor
-flow through entity... 1. subject to S/E tax (FICA 6.2%, Medica…
LLC
limited liability corporation... -flow through entity... -files For…
11 terms
Business Entities
Things to consider when deciding busin…
Sole Proprietorship
Partnership
Corporation
Ease of operation, Taxes, liability, investments, sale of bus…
No formalities to formulate business, other than legal rights…
Joint management with all partners. Written, detailed partner…
Separate legal entity created by state law. Corporation pays…
Things to consider when deciding busin…
Ease of operation, Taxes, liability, investments, sale of bus…
Sole Proprietorship
No formalities to formulate business, other than legal rights…
16 terms
Business Entities
4 Business Entities
Business Entity Agency
Principle/Agent
Master/Servant
Taxation... Liability... Control... Continuity
Relationship between the employer and employee
-Power to create contracts... -Pass through liability
-No power to crest contracts... -Pass through liability
4 Business Entities
Taxation... Liability... Control... Continuity
Business Entity Agency
Relationship between the employer and employee
48 terms
Business Entities
Entrepreneurs
Types of entities
Sole Proprietorship
"Pass through entity"
Persons who desire to form new business enterprises
Sole proprietorship, general partnership, corporation, limite…
Owned/operated by one person who is personally liable for all…
owner reports income/losses; "pass through" sole proprietorsh…
Entrepreneurs
Persons who desire to form new business enterprises
Types of entities
Sole proprietorship, general partnership, corporation, limite…
11 terms
Business Entities
2985 Representation
2986 The authority of the representative
2987 Procuration defined person to who…
2988 APPLICABILITY OF THE RULES OF MAN…
A person may represent another person in legal relations as p…
The authority of the representative may be conferred by law,…
a unilateral juridical act by which a person, the principal,…
A PROCURATION is subject to the rules governing MANDATE to th…
2985 Representation
A person may represent another person in legal relations as p…
2986 The authority of the representative
The authority of the representative may be conferred by law,…
1 of 10