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MORT 234 Ethics And Laws I > 29 - 34 Business Organization > Flashcards

29 - 34 Business Organization Flashcards

1
Q

Termination of corporation’s operation except activities needed for liquidation of the corporation

A

Dissolution

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2
Q

Owner of sole proprietorship

A

Proprietor

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3
Q

a business owned and operated by one person who is subject to claims of creditors (an owner’s financial interest in a business)

A

Sole Proprietorship (Proprietorship)

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4
Q

Law requiring operator of business under assumed name to register with the state

A

Fictitious name registration statutes

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5
Q

Business debts payable from personal assets

A

Unlimited liability

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6
Q

Member of a partnership

A

Partner

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7
Q

The voluntary association of two or more people who have combined their resources to carry on as co-owners of a lawful enterprise for their joint profit

A

Partnership

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8
Q

Partnership with no limitation on rights and duties of partners
(2 names)

A

Ordinary partnership
General partnership

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9
Q

Partnership with partner whose liability is limited to capital contribution and who is not viewed as an active business manager

A

Limited partnership

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10
Q

One engaged in buying and selling merchandise

A

Trading partnership

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11
Q

Partnership devoted to professional services

A

Nontrading partnership

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12
Q

Those individuals actively and openly engaged in the business and held out to everyone as a partner

A

General partner

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13
Q

An individual who takes no active party in the management of a firm / partnership, and has capital invested in the business, whether known to the public or not

A

Silent partner

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14
Q
  • partners who have their liability for the firm’s debts limited to the amount of their investments
  • partner who takes no active party in management and whom the public knows as a partner
    (silent partner is known as ___ if they are known)
A

Limited partner

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15
Q

Partner active in a business but UNKNOWN to the public

A

Secret partner

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16
Q

Partner unknown to public with no part in management
(2 names)

A

Dormant partner
Sleeping partner

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17
Q

Person who pretends to be a partner or permits others to represent him or her as a partner

A

Nominal partner

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18
Q

A judicial ignoring of the corporate entity

A

Piercing the corporate veil

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19
Q

Capital contribution is maximum loss

A

Limited liability

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20
Q

Business relationship similar to partnership, except existing only for a single transaction

A

Joint venture

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21
Q
  • entity that issues shares of stock, but investors have unlimited liability
  • association where the stock shares are transferable and control is delegated to a group or board
A

Joint-stock company

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22
Q

Registered partnership whose members run business but have limited liability

A

Limited liability partnership (LLP)

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23
Q
  • partnership-type organization with limited personal liability
  • combines features of both a corporation and partnership
  • newest form of business ownership recognized in the US
A

Limited liability company (LLC)

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24
Q
  • an artificial being, invisible, intangible, and exiting only in contemplation of law
  • a business entity created by statutory law and owned by individuals known as stockholders
  • association of people created by law into an entity
  • an entity that is something that has a distinct existence separate and apart from the existence of its individual members
  • a legal form of organization whereby a legal entity is authorized by a state to operate a business under the entity’s charter or articles of incorporation
A

Corporation

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25
Q

A written document (partnership agreement) that states explicitly the rights and duties of partners in a partnership

A

Articles of partnership

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26
Q

On the fact of it

A

Prima facie

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27
Q

Evidence sufficient on its face, if uncontradicted

A

Prima facie evidence

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28
Q

Ownership of a partner in partnership property

A

Tenancy or owner in partnership

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29
Q

While the partner acts as a partner in the business and in the promotion of partnership interests

A

In the ordinary course of business

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30
Q

Change in relation of partners by elimination of one partner

A

Dissolution of a partnership

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31
Q

Taking care of outstanding obligations of a partnership and distributing remaining assets

A

Winding up

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32
Q

A corporation formed to carry out government functions

A

Public corporation

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33
Q

Public body with powers similar to a corporation’s

A

Quasi-public corporation

34
Q

A corporation formed by individuals to carry out some non-governmental function

A

Private corporation

35
Q

One formed by private individuals for charitable, educational, religious, social, or fraternal purposes

A

Not-for-profit corporation

36
Q

One organized to run a business and earn money

A

For-profit corporation

37
Q

Corporation in which ownership is represented by stock

A

Stock corporation

38
Q

Certificates representing ownership in a stock corporation

A

Shares of stock

39
Q

A creation of the US tax codes, where shareholders elect to be taxed as a partnership (no double taxation) without losing corporate status

A

Subchapter S corporations

40
Q

Corporation that has very small number of shareholders, in which outstanding shares of stock and managerial control are held by a limited number of people (often members of the same family)

A

Close / closely held corporation

41
Q
  • one which operates in the state that granted the charter
  • one chartered in the state of incorporation
A

Domestic corporation

42
Q
  • designation that applies when a corporation operates in any state other than where it is chartered
  • corporation chartered under the laws of another state
A

Foreign corporation

43
Q
  • one that is incorporated in a foreign country
  • corporation chartered in another country
A

Alien corporation

44
Q

One who takes initial steps to form a corporation

A

Promoter

45
Q

People initially forming a corporation

A

Incorporators

46
Q

Document giving specified information about a corporation

A

Prospectus

47
Q

Written agreement to buy stock

A

Subscription agreement

48
Q

One who agrees to buy stock in proposed corporation

A

Subscriber

49
Q

Document stating facts about a corporation as required by law and for issuance of a charter

A

Articles of incorporation

50
Q

The written application for permission to incorporate that is approved by a state official

A

Corporation charter

51
Q

Rules enacted by directors to govern a corporation’s conduct

A

Bylaws

52
Q

Contract exceeding a corporation’s power

A

Ultra vires contract

53
Q

Declared VALUE of outstanding stock

A

Capital stock

54
Q

Declared value of outstanding stock

A

Capital stock

55
Q

Unit of stock

A

Share

56
Q
  • Person who owns stock
  • those having title to one or more shares of stock in a corporation
  • combined, they represent ownership of the corporation
A

Shareholder / stockholder

57
Q

Stock that entitles owner to VOTE

A

Common stock

58
Q

Stock giving special advantage as to payments of dividends, upon liquidation, or both

A

Preferred stock

59
Q

Stock on which ALL DIVIDENDS must be paid before common dividends can be paid

A

Cumulative preferred stock

60
Q

Stock on which CURRENT DIVIDENDS must be paid before common dividends are paid

A

Noncumulative preferred stock

61
Q

Stock that SHARES with common stock in EXTRA dividends

A

Participating preferred stock

62
Q

Stock on which maximum dividend is STATED PERCENTAGE of stock

A

Nonparticipating preferred stock

63
Q

Stock with an assigned face value

A

Par-value stock

64
Q

Stock without face value

A

No-par-value stock

65
Q

Stock reacquainted by a corporation

A

Treasury stock

66
Q
  • stock paid for with property of inflated value
  • stock issued by a corporation as being fully paid when in fact, it is not
A

Watered stock

67
Q

Right to purchase shares at a set price during a set time

A

Stock option

68
Q

Profits of a corporation allocated to stockholders

A

Dividend

69
Q

State laws to protect the public by preventing the sale of worthless stocks and bonds

A

Blue-sky laws

70
Q

Officer, director, or owner of more than 10% of stock or any other class of securities of a corporation

A

Insider

71
Q

Profits made by insider buying and selling corporation’s stock in a six-month period

A

Short-swing profits

72
Q

Minimum number of shares required to be represented to lawfully transact business

A

Quorum

73
Q

Combining two corporations to form a new one

A

Consolidation

74
Q

One corporation absorbed by another

A

Merger

75
Q

Person who exposes wrongdoing in an organization

A

Whistleblower

76
Q

A body of persons elected by the stockholders to define and establish corporate policy, to act on behalf of the corporation, and to carry out the board’s policies

A

Board of Directors

77
Q

Right to purchase NEW shares in proportion to shares owned

A

Preemptive right

78
Q

Attempt by competing sides to secure majority of stockholders’ votes

A

Proxy war

79
Q
  • person authorized to vote for another
  • written authorization to vote for another
A

Proxy

80
Q

Device whereby stock is transferred to trustee to vote its shares for two more more shareholders

A

Voting trust

81
Q

Stockholders votes for directors of corporation and has votes equal to company shares owned times the number of directors to be elected

A

Cumulative voting

MORT 234 Ethics And Laws I (4 decks)

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