LLCs
Which of the following entities enjoy single taxation?
What are two reasons that investors favor corporations over partnerships and LLCs:
What are the three types of agency authority?
Name two (3) property rights that tenants have?
This is a legally enforceable agreement giving investor the right to the profits and assets of the business according to the business, and obligates the entrepreneur to act as fiduciary of the business and investors.
Security Instrument.
TRUE OR FALSE: If no certificate is filed or if the certificate filed does not substantially meet the statutory requirements, the formation is defective and the limited liability of limited partners in an LLP or members in an LLC is jeopardized.
TRUE
This is the legal doctrine that allows a court to disregard the corporate entity and hold shareholders personally liable for the corporation’s obligations if the shareholders used the corporation to perpetrate a fraud or promote injustice
Alter Ego or Piercing the Corporate Veil. Examples include: When the corporation does not have enough in assets given the risks inherent in its business, When corporate assets are used for personal reasons, When corporate assets commingled with personal assets.
The following are examples of _________ authority: agent acted in accordance with industry customs and practices, or acted reasonably in the event of an emergency, or reasonably carried out any act to achieve the specific outcome authorized.
Implied authority
Name two landlords have that tenants do not have:
Name two aspects of investing that state and federal securities laws regulate:
Before applying state laws, courts use this agreement to determine the rights and duties of the members in an LLC.
LLC Operating Agreement
When the corporation does not have enough in assets given the risks inherent in its business, the corporation is said to be _____________.
Undercapitalized.
Under this legal doctrine, when an employee commits tortious and injures a third party while acting within the scope of their employment, then the employer is vicariously liable.
Respondeat Superior
A lease agreement generally gives the tenant every property right except the right to __________.
Transfer
According to the Securities Act of 1934 and its amendments, what type of investor is this: able to bear the investment’s economic risk, have access to information normally provided in a prospectus for a registered securities offering, typically a professional individual investor.
Sophisticated Investor
Registering an LLC in Vermont must be done through:
The appropriate division of the Office of the Secretary of State
Shareholders liability for others tortious acts, criminal acts, or breach of contract within the corporation extends only to their share of their investment.
TRUE. Shareholders enjoy limited liability.
TRUE or FALSE: An employer may be held vicariously liable if an employee commits an intentional tort, negligence, or act an for with they could be strictly liable.
TRUE
A tenant generally does not have a duty to occupy the premises. However, if a lease agreement sets rent as a percentage of business income, then most courts will find an implied fiduciary duty of care for the tenant to occupy the property and conduct business.
TRUE OR FALSE
A legally enforceable agreement that gives the lender the right to seek legal judgement against the borrower if they do not pay back the money borrowed according to the terms of the agreement.
Promissory Note
Unlike partnerships, to become a member in an LLC, one must first _______________ to the LLC:
Give a contribution. This may be cash, property, services rendered, a promissory note, or an obligation to contribute cash or property or to perform services.
An ___ Corporate enjoys pass-through taxation, a ___ Corporation is subject to double-taxation, and a ____ Corporation may be subject to less taxes because they have in their articles of incorporation to provide certain public benefits.
S, C, and B
A worker is an employee, not an independent contractor, if the principal can control the
__________, _________, and ________ of the work.
Time of the work, Manner of the work, Means of the work
Courts usually look to this document to resolve disputes between commercial tenants and landlords before applying local laws:
Lease agreement which is a: A contract transferring the right of possession of the premises from the lessor (landlord) to the lessee (tenant). Gives the tenant present possessory interest for an agreed upon time with a future right of re-entry to the landlord at the end of the term. If the tenant fails to comply with the lease, the landlord can remove them from the premises by bringing legal eviction proceedings.
This security instrument would likely give an investor the chance to begin making money from the business immediately, but still have the chance to invest in the company in the future.
Convertible Promissory Note