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Corporation
Form of business organization that involves a legal, separate, and distinct entity from its shareholders, board of directors, officers, and employees. It is liable for its own obligations and debts, it can sue and be sued, and it can be fined for violating the law.
Limited Partnership
A form of business organization having one or more general partners and one or more limited partners who contribute capital and share in profits but who take no part in running business and incur no liability with respect to partnership obligations beyond their contributions.
Limited Partnership Agreement
A comprehensive agreement that governs the principal aspects of the business relationship among the partners of a limited partnership.
A person designated by a business organization to accept service on behalf of the business organization; often called a registered agent.
A doctrine under which the shareholders of a corporation are denied the protection of limited liability when a court determines that an individual performed certain acts for personal purposes in the name of the corporation.
A meeting held once a year by the shareholders or board of directors.
A document required to be filed with the Secretary of State where the corporation is being formed, upon which the corporationís existence as a separate legal entity begins; referred to as Certificate of Incorporation by some states.
A document through which the ownership of intangible personal property, such as accounts receivable, leases, and contracts, is transferred or sold.
Rules and regulations that govern the internal affairs of a corporation and specifically defines the rights, powers, and duties of the shareholders, directors, and officers of a corporation.
A type of corporation that, for federal income tax purposes, pays tax on its own income and realizes its own losses as a separate entity from the shareholders of the corporation.
Shares evidencing an ownership interest in a corporation. Corporations that authorize and issue only one type of stock usually identified as common stock.
Directors conduct business and approve corporate actions. Meetings are held annually, quarterly, monthly, weekly, or as often as the business of the corporation dictates.
A corporation transacting business in a state other than the one in which it was incorporated.
A corporation incorporated and organized under the statutes of a particular state.
General Partnership Agreement
Written or oral agreement between the partners of a general partnership.
A form of business organization owned and managed by two or more persons.
The inability of a business organization to pay its debts and obligations as they become due.
A person who is a passive investor in a limited partnership, whose liability is limited to the amount invested in the partnership, and who is restricted from participating in the management of the partnership.
Type of corporation formed for the purpose of conducting a charitable, athletic, political, educational, religious, fraternal, or social service organization that does not contemplate a fiscal gain.
Individuals elected by the shareholders of the corporation who are responsible for its management.
Agents of the corporation who are appointed by the directors and who are responsible for the day-to-day operation and administration of the corporation.
By disregarding corporate laws, the shareholder "Pierces the Corporate Veil" of protection and can be held personally liable for corporate actions.
A corporation organized by lawyers, physicians, dentist, architects, accountants, engineers, or other members of professions.
A corporation, for federal income tax purposes, that is a nontaxable entity whose shareholders personally report the income and loses of the S Corporation on their personal income tax returns in the proportions of their ownership of the corporation; also referred to as a Subchapter S corporation.
Written agreement entered into by two or more shareholders.
A meeting where the shareholders participate in the operation and management of the corporation.
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