Business Flashcards
someone who owns an unincorporated business by himself or herself.
Sole proprietorship
individual, company, or organization that has legal rights and obligations
Legal Entity
Anything you own that adds financial value
Personal Asset
a financial institution that makes loans
Lending Institutions
LLC is no longer a legal business entity so you won’t be expected to pay any fees or taxes
Dissolved
An unincorporated legal entity formed between two or more person to carry on a business for profit
General Partnership
The cash or assets in an LLC (or any type of entity for that matter)
Capital
When one or more business owners or partners are liable for their company’s debts and tax compliance
Unlimited Liability
A form of legal protection for shareholders and owners that prevents individuals from being held personally responsible for their company’s debts or financial losses
Limited Liability Partnership
Protects partners from vicarious personal liability for all partnership obligations incurred while the partnership is an LLP
Liability Shield
A corporation that does business in the jurisdiction in which it is incorporated
Domestic Jurisdiction
Formed by two or more person under the laws of the state in which the LP forms
Limited Partnership
A document required to be filed in most states with the county clerk to notify that you have formed a partnership
Notice Filing
an act that provides governance for business partnerships in several U.S. states. The UPA also offers regulations governing the dissolution of a partnership when a partner dissociates.
Uniform Partnership Act
A model statute that determines how a business partnership should be organized and established
Revised Uniform Partnership Act
Document filed with a state to create a corporation
Articles of Incorporation
Quasi-executive regulatory agency in the AZ state government
Arizona Corporation Commission
the individual who files the Articles of Incorporation on behalf of a business, thereby incorporation the business with the relevant state
Incorporator
The face value of a bond or the stock value stated in the corporate charter and noted in the stock certificate
Par Value
the share in the ownership of a corporation
Shares
Common stock and preferred stock
Classes of Stock
All shares of any one class shall have the same voting, conversion, redemption, and other rights, preferences, privileges and restrictions
Series or Shares within Class Stock
Forever
Perpetual
A group of people, selected by the shareholders, who make the major decisions for the company
Board of Directors
Formed under the laws of the state in which it is organized and is a separate entity from its owners
Corporation
The owners of a company’s outstanding shares, which represents a residual portion of the corporation’s assets and earnings as well as a percentage of the company’s voting power.
Shareholder/Stockholder
Outlined methods for governing the corportation
Bylaws
Items that a business owns that have physical forms
Tangible
An asset with no physical form
Intangible
A legal document that records the transfer of ownership of an asset to a second party in exchange for moeny.
Bill of Sale
Mixing your personal funds with your business funds, or using business assets for personal reasons.
Commingle
A situation in which a courts put aside limited liability and hold a corporations sharedholders or directors personally liable for the corporations actions or debts.
Pierce the Corporate Viel
Corps that elect to pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes
Subchapter S Corporations
This corporations profit is taxed twice - as business income entity and the shareholder level when distributed as dividends or realized as capital gains.
Subchapter C Corporations
A corp which is held by a limited number of shareholders and is not publicly traded
Close Corporations
A corp organized under state law to provide services by licensed professionals
Professional Service Corporations (PC)
Business structure in the US that protects its owners from personal responsibility for its debt or liabilites.
LLC
a specialized type of LLC used by certain licensed professionals in many states.
PLLC
Document that customized the terms of a limited liability company according to the specific needs of its members
Operating Agreement
Part of a formal legal document used to establish a limited liability company at the state level
Aritcles of Organization
This person is both an LLC owner and someone who keeps the business running on a day-to-day basis.
Managers
Owners of an LLC.
Members
The “Check the box” rule the IRS implemented in 1996 to allow an LLC to be taxed as corp/partnership
Decision 8697
An IRS form to elect how an LLC will be classified for federal tax purposes
Form 8832
Refers to how a single member llc may be taxed
