Business organizations

Question 1

TBOC stands for?

Answer 1

The Texas Business Organizations Code.

Question 2

In Texas, the statute that governs business organizations is called ……………….

Answer 2

The Texas Business Organizations Code.

Question 3

Types of Business Organizations

Answer 3

Sole Proprietorship
General Partnership
Limited Partnership
Limited Liability Partnership
Limited Liability Company
Corporation

Question 4

………..is the Simplest form of business organization.

Answer 4

Sole Proprietorship

Question 5

……………….The owner is the business. There is no separate legal entity.

Answer 5

Sole Proprietorship

Question 6

The ……………………. is legally responsible for the business’s contracts and the torts s/he or any employees commit in the course of employment.

Answer 6

Sole Proprietorship

Question 7

DBA stands for

Answer 7

doing business as.

Question 8

In Texas, a ………………………….. is formed by filing an assumed name certificate with the County Clerk’s office.

Answer 8

doing business as (DBA)

Question 9

Can operate under the name of the SP, or under a trade name, which is designated as a

Answer 9

doing business as

Question 10

In Texas, a DBA is formed by filing an assumed name certificate with the …………………

Answer 10

County Clerk’s office

Question 11

………………………………..are voluntary associations of two or more persons

Answer 11

Partnerships

Question 12

Partners are……………….. for contracts & debts; they are …………………. for torts.

Answer 12

jointly liable

jointly & severably liable

Question 13

A written partnership agreement is called a ………………….or………………………….

Answer 13

partnership agreement

articles of partnership.

Question 14

…………………invest capital, manage the business, and are personally liable for partnership debts.

Answer 14

General partners

Question 15

General partners invest capital, manage the business, and are …………………. liable for partnership debts.

Answer 15

personally

Question 16

…………………invest capital, but do not participate in management and are not personally liable for partnership debts beyond their capital contribution.

Answer 16

Limited partners

Question 17

Limited partners invest capital, but do not participate in management and are not………………………liable for partnership debts beyond their capital contribution.

Answer 17

personally

Question 18

The ……………………………. are liable only up to the amount of their original contribution.

Answer 18

limited partners

Question 19

The …………………….. have unlimited liability for debts of the LP.

Answer 19

General partners

Question 20

A Limited partnership has two types of partnerships:

Answer 20

general and limited partners

Question 21

The Certificate of Limited Partnership contains:

Answer 21

the name of the LP, character of the business, address of the place of business, address of the resident agent for service of process, name/address of each partner, amount contributed by each partner, and anything else the partners want to include.

Question 22

A…………………………..is a form of partnership in which all partners are limited partners and there are no general partners.

Answer 22

Limited liability partnership

Question 23

LLPs enjoy the ……………….. tax benefit

Answer 23

flow-through”

Question 24

Explain what does flow-through” tax benefit mean

Answer 24

no tax is paid at the partnership level and all profits and losses are reported on the individual partners’ income tax returns.

Question 25

LLPs must be created formally by filing articles of LLP with the ................

Answer 25

Secretary of State.

Question 26

LLC is a................

Answer 26

Limited liability company

Question 27

An LLC is an unincorporated business entity that combines the most favorable attributes of a.............................., ......................... and a.......................

Answer 27

general partnerships, limited partnership, and corporations.

Question 28

The owners of an LLc are called

Answer 28

members

Question 29

.....................may enter into an operating agreement that regulates the conduct of the company and governs relationships.

Answer 29

Members

Question 30

....................are the dominant form of business organization, generating more than 85% of the country’s gross business receipts.

Answer 30

Corporations

Question 31

Owners of a corporation are called

Answer 31

shareholders

Question 32

.......................are separate legal entities and are treated as artificial persons.

Answer 32

Corporations

Question 33

Corporations have the following unique characteristics:

Answer 33

Limited liability of shareholders; 2. Free transferability of shares; 3. Perpetual existence; and 4. Centralized management.

Question 34

........................ have the following unique characteristics: 1. Limited liability of shareholders; 2. Free transferability of shares; 3. Perpetual existence; and 4. Centralized management.

Answer 34

Corporations

Question 35

A corporation is a .................corporation in the state in which it is incorporated and a..............corporation in all other states and jurisdictions.

Answer 35

domestic | foreign

Question 36

When deciding which state to incorporate a corporation in, .......................are the primary consideration.

Answer 36

tax issues

Question 37

...................incorporates the most businesses in this country.

Answer 37

Delaware

Question 38

Delaware is known as..........

Answer 38

the most tax friendly state

Question 39

....................is the basic governing document of the corporation. It must be filed with the ................... of the state of incorporation.

Answer 39

Articles of Incorporation | Secretary of State

Question 40

.......................are a detailed set of rules that are adopted by the board of directors after the corporation is incorporated.

Answer 40

Bylaws

Question 41

.............. contain provisions for managing the business and the affairs of the corporation.

Answer 41

Bylaws

Question 42

The.................... appoints Officers, who conduct the daily business.

Answer 42

BOD -Board of Directors

Question 43

A Texas Corporation is formed by filing a.............................. with the SOS.

Answer 43

Certificate of Formation

Question 44

Texas imposes a privilege tax, called a .............., on corporations.

Answer 44

margin tax

Question 45

Delaware imposes a privilege tax, called a ........................., on corporations.

Answer 45

franchise tax

Question 46

A corporation whose stock is traded on a stock exchange is called a

Answer 46

public corporation.

Question 47

Ownership of a corporation is evidenced by

Answer 47

stock certificates.