Business organizations Flashcards
TBOC stands for?
The Texas Business Organizations Code.
In Texas, the statute that governs business organizations is called ……………….
The Texas Business Organizations Code.
Types of Business Organizations
Sole Proprietorship General Partnership Limited Partnership Limited Liability Partnership Limited Liability Company Corporation
………..is the Simplest form of business organization.
Sole Proprietorship
……………….The owner is the business. There is no separate legal entity.
Sole Proprietorship
The ……………………. is legally responsible for the business’s contracts and the torts s/he or any employees commit in the course of employment.
Sole Proprietorship
DBA stands for
doing business as.
In Texas, a ………………………….. is formed by filing an assumed name certificate with the County Clerk’s office.
doing business as (DBA)
Can operate under the name of the SP, or under a trade name, which is designated as a
doing business as
In Texas, a DBA is formed by filing an assumed name certificate with the …………………
County Clerk’s office
………………………………..are voluntary associations of two or more persons
Partnerships
Partners are……………….. for contracts & debts; they are …………………. for torts.
jointly liable
jointly & severably liable
A written partnership agreement is called a ………………….or………………………….
partnership agreement
articles of partnership.
…………………invest capital, manage the business, and are personally liable for partnership debts.
General partners
General partners invest capital, manage the business, and are …………………. liable for partnership debts.
personally
…………………invest capital, but do not participate in management and are not personally liable for partnership debts beyond their capital contribution.
Limited partners
Limited partners invest capital, but do not participate in management and are not………………………liable for partnership debts beyond their capital contribution.
personally
The ……………………………. are liable only up to the amount of their original contribution.
limited partners
The …………………….. have unlimited liability for debts of the LP.
General partners
A Limited partnership has two types of partnerships:
general and limited partners
The Certificate of Limited Partnership contains:
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.
A…………………………..is a form of partnership in which all partners are limited partners and there are no general partners.
Limited liability partnership
LLPs enjoy the ……………….. tax benefit
flow-through”
Explain what does flow-through” tax benefit mean
no tax is paid at the partnership level and all profits and losses are reported on the individual partners’ income tax returns.
LLPs must be created formally by filing articles of LLP with the …………….
Secretary of State.
LLC is a…………….
Limited liability company
An LLC is an unincorporated business entity that combines the most favorable attributes of a…………………………, …………………….
and a…………………..
general partnerships,
limited partnership, and
corporations.
The owners of an LLc are called
members
…………………may enter into an operating agreement that regulates the conduct of the company and governs relationships.
Members
………………..are the dominant form of business organization, generating more than 85% of the country’s gross business receipts.
Corporations
Owners of a corporation are called
shareholders
…………………..are separate legal entities and are treated as artificial persons.
Corporations
Corporations have the following unique characteristics:
Limited liability of shareholders;
2. Free transferability of shares; 3. Perpetual existence; and 4. Centralized management.
…………………… have the following unique characteristics:
1. Limited liability of shareholders; 2. Free transferability of shares; 3. Perpetual existence; and 4. Centralized management.
Corporations
A corporation is a ……………..corporation in the state in which it is incorporated and a…………..corporation in all other states and jurisdictions.
domestic
foreign
When deciding which state to incorporate a corporation in, …………………..are the primary consideration.
tax issues
……………….incorporates the most businesses in this country.
Delaware
Delaware is known as……….
the most tax friendly state
………………..is the basic governing document of the corporation. It must be filed with the ………………. of the state of incorporation.
Articles of Incorporation
Secretary of State
…………………..are a detailed set of rules that are adopted by the board of directors after the corporation is incorporated.
Bylaws
………….. contain provisions for managing the business and the affairs of the corporation.
Bylaws
The……………….. appoints Officers, who conduct the daily business.
BOD -Board of Directors
A Texas Corporation is formed by filing a………………………… with the SOS.
Certificate of Formation
Texas imposes a privilege tax, called a ………….., on corporations.
margin tax
Delaware imposes a privilege tax, called a ……………………., on corporations.
franchise tax
A corporation whose stock is traded on a stock exchange is called a
public corporation.
Ownership of a corporation is evidenced by
stock certificates.
