Business Organizations

Question 1

TBOC

Answer 1

Texas Business Organizations Code

Question 2

Types of Business Organizations

Answer 2

Sole Proprietorship
General Partnership
Limited Partnership
L.L. Partnership
L.L. Company
Corporations

Question 3

Sole Proprietorship

Answer 3

owner is the business

No separate legal entity

Question 4

A Sole Proprietorship is easy to

Answer 4

form, sell and or transfer

Question 5

The Sole Proprietor is legally responsible for _________

Answer 5

Contracts and any torts s/he or any employees committ

Question 6

DBA

Answer 6

Doing Business As- you can operate under the name of S.P or under a trade name.

Question 7

You form a DBA by

Answer 7

filing an assumed name certificate with the county clerk’s office

Question 8

General Partnership

Answer 8

voluntary association of two or more persons

Question 9

A general partnership must have _________ _____________even if it doesn’t make a profit.

Answer 9

profit motive

Question 10

General partnerships can be

Answer 10

oral, written or implied

Question 11

General Partners are jointly____________and _____________liable for torts

Answer 11

liable for contracts and debts

jointly and severably

Question 12

Limited Partnerships have both

Answer 12

general and limited partners

Question 13

General Partners in a L.P. have

Answer 13

unlimited liability for debts

Question 14

Limited Partners in and L.P. are liable

Answer 14

only up to the amount of their original contribuiton

Question 15

A general partners role in an L.P is to

Answer 15

invest capitol and manage the business

Question 16

A limited partner in an L.P. only

Answer 16

invests capitol

Question 17

To form an L.P. you must ___________ a ____________

Answer 17

execute and sign

certificate of Limited Partnership

Question 18

A Certificate of Limited Partnership Contains _________________

Answer 18

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

Question 19

Limited Liability Partnership has only ____________partners whose liability is limited to

Answer 19

Limited

contribuitons

Question 20

L.L.P is formed by

Answer 20

formally filing articles of L.L.P with Secretary of State.

Question 21

A L.L.C. is a _________________

Answer 21

unincorporated business entity

Question 22

A L.L.C. combines most _____________ of _____________and __________ and corporations.

Answer 22

favorable attributes

general and limited partnerships

Question 23

LLCs can elect to be ___________like _________

Answer 23

taxed

partnerships

Question 24

Partners in an LLC are called___________and can_____________with___________liability.

Answer 24

owners
manage business
limited

Question 25

Members of a LLC may enter into an _____________that______________and__________

Answer 25

operating agreement regulates the conduct governs relationships

Question 26

Corporations generate _____of country's

Answer 26

85% | gross business reciepts

Question 27

Owners of Corporations are called

Answer 27

shareholders

Question 28

Corporations are separate_________and are treated as _______________

Answer 28

legal entities | artificial persons

Question 29

4 Unique characteristics of Corporations

Answer 29

Limited Liability of shareholders Free transferability of shares Perpetual Existence Centralized management

Question 30

Perpetual Existence

Answer 30

Corporation exists after death of partners

Question 31

A Corporation is a _________corporation in the state of incorporation

Answer 31

domestic

Question 32

A Corporation is a ___________corporation in all other states and jurisdictions

Answer 32

foreign

Question 33

The primary consideration when deciding which state to incorporate in is ________

Answer 33

tax issues

Question 34

______________incorporates the most business in this country

Answer 34

Deleware

Question 35

Articles of Incorporation is the ________________of the Corporataion

Answer 35

basic governing document

Question 36

Where is the Articles of Incorporation filed

Answer 36

Secretary of State of the state of incorporation

Question 37

__________are a detailed set of rules that are adopted by the board of directors.

Answer 37

Bylaws

Question 38

When are bylaws adopted

Answer 38

after incorporation

Question 39

Bylaws contain__________for ____________the business and __________of the corp.

Answer 39

provisions managing affairs

Question 40

The BOD appoints ___________who conduct the daily business

Answer 40

officers

Question 41

How is a Texas corporation different

Answer 41

It is formed by filing a certificated of formation with the secretary of state.

Question 42

Texas imposes a __________called a _______

Answer 42

privilege tax | margin tax

Question 43

Delaware imposes a __________called a _______

Answer 43

privilege tax | franchise tax

Question 44

A corporation whose stock is traded on a stock exchange

Answer 44

Public Corporation

Question 45

Evidence of ownership in a corporation is shown with

Answer 45

stock certificates