Chapter 40
Chapter 41
Chapter 42
Chapter 43
Chapter 44
100
Combines advantages of the corporation with regard to protection from personal liability and favorable tax status of the partnership.
What is a Limited Liability Company (LLC)?
100
A company is ____ in its incorporation state.
What is domestic?
100
Can be issued in return for any tangible or intangible property or benefit to the corporation, including cash, promissory notes, contracts for services to be performed for the corporation, services performed for the corporation, and securities of the corporation or another corporation.
What is a share?
100
Manage the firm and, typically, delegates most management duties to officers, who in turn hire managers and employees.
What is a board of directors?
100
May be held whenever a corporate matter arises that requires immediate shareholders’ action.
What is a special meeting?
200
Outlines the initial statements required to form a limited liability company (LLC) in many U.S. states. Inlcudes LLC name, duration, and name and address of registered agent.
What is articles of organization?
200
Action to reach individual shareholders if shareholders dominate the corporation or use it for improper purposes
What is piercing the corporate veil?
200
Claims for dividend payments or asset distribution on liquidation are subordinate to creditor.
What is common shareholders?
200
Agents of the corporation, thus have express authority conferred on them by the bylaws or the board of directors and implied authority to do things reasonably necessary to accomplish duties. Include: president, one or more vice presidents, a secretary, and a treasurer.
What is an officer?
200
First corporation dissolves and second corporation takes business, assets, and liabilities of both corporations
What is a merger?
300
Terminates a member's status as a member.
What is dissociation?
300
Corporation law provides an imaginary wall between a corporation and its shareholders.
What is the corporate veil?
300
Better known as stock or shares, create an ownership relationship, thus stockholders or shareholders own a corporation.
What is equity securities?
300
Absent bad faith, fraud, or breach of fiduciary duty, the judgment of directors and officers is conclusive.
What is the business judgment rule?
300
The minimum number of members of an assembly or society that must be present at any of its meetings to make the proceedings of that meeting valid.
What is a quorum?
400
Agreement among limited liability company ("LLC") members governing the LLC's business, and members' financial and managerial rights and duties
What is operating agreement?
400
A company is ____ in all countries other than the country in which it incorporated.
What is alien?
400
Act as a charter to establish the existence of a corporation in the United States and Canada, and are filed with the Secretary of State, or other company registrar.
What is articles of incorporation?
400
To protect or insure; refers to practice by which corporations pay expenses of officers or directors named as defendants in litigation. Example: D&O insurance.
What is indemnify?
400
A lawsuit filed by a shareholder against the company and its officers.
What is a derivative lawsuit?
500
Winding up of a firm by selling off its free (un-pledged) assets to convert them into cash to pay the firm's unsecured creditors.
What is liquidation?
500
Breach of trust in which a fiduciary mixes funds held in care for a client with their own funds, making it difficult to determine which funds belong to the fiduciary and which belong to the client.
What is commingling assets?
500
Contracts in which a prospective shareholder offers to buy a specific number of shares in a new corporation at a stated price.
What is preincorporation share subscriptions ?
500
Oppression in which the corporation merges with a newly formed corporation under terms by which minority shareholders receive cash instead of shares of the new corporation.
What is a freeze-out?
500
Allows view of shareholder list and the articles, bylaws, and minutes of shareholder meetings within the past three years.
What is the rights of inspection?
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