AvLaw - Entity of Choice and Transportation Law Flashcards
Form of Organization has a single owner
Sole Proprietorship
What do you call the single owner of a Sole Proprietorship entity?
Proprietor - also the manager
How is sole proprietor ship distinct from its proprietor?
accounting records for the sole proprietorship does not include the proprietor’s personal financial records
are those with assets of p3m or less and not more than 9 workers
micro enterprises
are those with assets above p3m to p15m and have 1-99 workers
small enterprises
are those with assets above p15m to p100m and employ 100-199 workers
medium enterprises
is a business owned and operated by two or more
persons who bind themselves to contribute money, property, or
industry to a common fund, with the intention of dividing the profits
among themselves.
Partnership
T or F
Each partner is liable for their individual debt
incurred during the partnership.
False. Solitarily (Solidary) liable or personally liable for ANY debt
An artificial being crated by operation of law, having the rights of success and the powers, attributes, and properties expressly authorized by law, or incident to its existence
Corporation
T or F - Stockholders are personally liable for the corporation’s debts
F - liable only to the extent of their share
New type of corporation with a single stockholder
One Person Corporation
What is the benefit of OPC?
Control and Authority of sole proprietorship and limited liability of a corporation
T or F - a sole proprietor cannot be sued using his OWN NAME since he has limited liabilities when it comes to the debts of the business.
F - proprietors have unlimited liabilities that is why the business’ debts are not distinct from their own personality; thus, they can be sued using their own name.
Who may form an OPC?
Natural Person
Trust (Subject managed by trustee)
Estate
Basic document req for OPC
Cover sheet
Articles of incorporation
written consent from nominee and alternate nominee
Fill in the blanks:
The single stockholder claiming limited liability has the burden
of affirmatively showing that the corporation __________
was adequately
financed.
Fill in the blanks:
Within 15 days of issuance of Certificate of Incorporation, the OPC shall ______________.
appoint a Treasurer, Corporate Secretary and other officers
T or F:
The single stockholder shall be appointed as Corporate Secretary and may assume the role of a Treasurer (bond required if self is appointed).
F - secretary must be other than the single stockholder but he can assume the role of a treasurer.
Persons elected by shareholders and responsible for overall management, but not hands on more
philosophic) of the corporation;
Directors
Persons hired by the board of directors and responsible for day to day operations of the
corporation and carrying out the vision of the directors
Officers
Owners of the corporation in proportion to their ownership of corporate stock outstanding.
Shareholders
Rights of a stockholder
- Vote in election of board of directors at annual meeting, and
actions that require stockholder approval - Share the corporate earnings through dividends
- Keep the same percent of ownership when new shares of stock are
issued - preemptive right - Share in assets upon liquidation in proportion to their holdings. Called residual claim as they are paid after all claims have been
paid.
Corporate profits distributed to shareholders in proportion to their shares held usually in cash;
Dividends
Corporate profits not (yet) distributed to
shareholders.
Retained Earnings