Business Organizations Flashcards
TBOC
Texas Business Organizations Code
Types of Business Organizations
Sole Proprietorship General Partnership Limited Partnership L.L. Partnership L.L. Company Corporations
Sole Proprietorship
owner is the business
No separate legal entity
A Sole Proprietorship is easy to
form, sell and or transfer
The Sole Proprietor is legally responsible for _________
Contracts and any torts s/he or any employees committ
DBA
Doing Business As- you can operate under the name of S.P or under a trade name.
You form a DBA by
filing an assumed name certificate with the county clerk’s office
General Partnership
voluntary association of two or more persons
A general partnership must have _________ _____________even if it doesn’t make a profit.
profit motive
General partnerships can be
oral, written or implied
General Partners are jointly____________and _____________liable for torts
liable for contracts and debts
jointly and severably
Limited Partnerships have both
general and limited partners
General Partners in a L.P. have
unlimited liability for debts
Limited Partners in and L.P. are liable
only up to the amount of their original contribuiton
A general partners role in an L.P is to
invest capitol and manage the business
A limited partner in an L.P. only
invests capitol
To form an L.P. you must ___________ a ____________
execute and sign
certificate of Limited Partnership
A Certificate of Limited Partnership Contains _________________
Name of L.P
Character of Business
Address of place of business, and registered agent for service of process
Names, addresses and contributions of all partners
Limited Liability Partnership has only ____________partners whose liability is limited to
Limited
contribuitons
L.L.P is formed by
formally filing articles of L.L.P with Secretary of State.
A L.L.C. is a _________________
unincorporated business entity
A L.L.C. combines most _____________ of _____________and __________ and corporations.
favorable attributes
general and limited partnerships
LLCs can elect to be ___________like _________
taxed
partnerships
Partners in an LLC are called___________and can_____________with___________liability.
owners
manage business
limited
Members of a LLC may enter into an _____________that______________and__________
operating agreement
regulates the conduct
governs relationships
Corporations generate _____of country’s
85%
gross business reciepts
Owners of Corporations are called
shareholders
Corporations are separate_________and are treated as _______________
legal entities
artificial persons
4 Unique characteristics of Corporations
Limited Liability of shareholders
Free transferability of shares
Perpetual Existence
Centralized management
Perpetual Existence
Corporation exists after death of partners
A Corporation is a _________corporation in the state of incorporation
domestic
A Corporation is a ___________corporation in all other states and jurisdictions
foreign
The primary consideration when deciding which state to incorporate in is ________
tax issues
______________incorporates the most business in this country
Deleware
Articles of Incorporation is the ________________of the Corporataion
basic governing document
Where is the Articles of Incorporation filed
Secretary of State of the state of incorporation
__________are a detailed set of rules that are adopted by the board of directors.
Bylaws
When are bylaws adopted
after incorporation
Bylaws contain__________for ____________the business and __________of the corp.
provisions
managing
affairs
The BOD appoints ___________who conduct the daily business
officers
How is a Texas corporation different
It is formed by filing a certificated of formation with the secretary of state.
Texas imposes a __________called a _______
privilege tax
margin tax
Delaware imposes a __________called a _______
privilege tax
franchise tax
A corporation whose stock is traded on a stock exchange
Public Corporation
Evidence of ownership in a corporation is shown with
stock certificates
