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Paralegal 2 > Business Organizations > Flashcards

Business Organizations Flashcards

1
Q

TBOC

A

The Texas Business Organizations Code

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2
Q

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

A

The Texas Business Organizations Code.

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3
Q

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

A

The Texas Business Organizations Code.

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4
Q

6 Types of Business Orgnizations

A
  1. Sole Proprietorship
  2. General Partnership
  3. Limited Partnership
  4. Limited Liability Partnership
  5. Limited Liability Company
  6. Corporation
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5
Q

Simplest form of business organization.

A

Sole Proprietorship

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6
Q

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

A

Sole Proprietorship

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7
Q

Simplest form of business organization. The owner is the business. There is no separate legal entity. It’s easy to form and there is almost no cost.

A

Sole Proprietorship

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8
Q

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

A

Sole Proprietorship

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9
Q

Business that’s easy to transfer or sell; no other approval is necessary. It’s easy to form and there is almost no cost. Simplest form of business organization.

A

Sole Proprietorship

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10
Q

DBA

A

Doing Business As

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11
Q

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

A

Doing Business As

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12
Q

Where do you file an assumed name certificate for a DBA?

A

County Clerk’s office

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13
Q

Forming a DBA

A
  • Can operate under the name of the sole proprietor, or under a trade name, which is designated as a DBA - doing business as.
  • In Texas, a DBA is formed by filing an assumed name certificate with the County Clerk’s office.
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14
Q

In Texas, a DBA is formed by filing an ____________________________________ with the County Clerk’s office.

A

assumed name certificate

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15
Q

A SP can operate under the name of the SP, or under a _________________, which is designated as a _______________.

A
  • trade name

- DBA- doing business as

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16
Q

__________________________ are voluntary associations of two or more persons. The business must have a profit motive, even if it doesn’t actually make a profit. The agreement to form one may be oral, written, or implied from the contracts of the partners.

A

General Partnership

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17
Q

Voluntary association of two or more persons to form a business that has a profit motive.

A

General Partnership

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18
Q

The agreement to form a partnership may be ___, ________________, or ______________________.

A

oral,
written,
or implied from the contacts of the partners.

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19
Q

A written partnership agreement is called a ______________________ or _____________________.

A

partnership agreement or

articles of partnership

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20
Q

Partners are ___________________ for contracts & debts; they are _________ and __________ for torts.

A

jointly liable for contracts & debts

jointly & severably liable for torts

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21
Q

This type of business has both general and limited partners. General partners invest capital, manage the business, and are personally liable for partnership debts. Limited partners invest capital, but do not participate in management and are not personally liable for partnership debts beyond their capital contribution.

A

Limited Partnership

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22
Q

Has both general and limited partners.

A

Limited Partnership

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23
Q

In an LP, ____________________ invest capital, manage the business, and are personally liable for partnership debts.

A

general partners

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24
Q

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

A

limited partners

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25
Q

In an LP the ___________________ have unlimited liability for debts of the LP.

A

general partners

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26
Q

In an LP, the __________________ are liable only up to the amount of their original contribution.

A

limited partners

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27
Q

To have a Limited Partnership (LP), the partners must execute and sign a __________________________ that 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

Certificate of Limited Partnership

28
Q

What must a Certificate of Limited Partnership contain?

A
  1. Name of the LP
  2. Character of the business
  3. Address of the place of business
  4. Address of the resident agent for service of process
  5. Name/address of each partner
  6. Amount contributed by each partner
  7. Anything else the partners want to include
29
Q

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

A

Limited Liability Partnership

30
Q

An LLP is a form of partnership in which all partners are ______________________ and there are no _______________________.

A
  • limited partners

- general partners

31
Q

Partnership with all limited partners and no general partners.

A

Limited Liability Partnership

32
Q

LLP

A

Limited Liability Partnership

33
Q

LLPs enjoy ______________________ tax benefit of other types of partnerships.

A

“flow-through”

34
Q

What is “flow-through” tax benefit?

A

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

35
Q

LLPs must be created formally by filing _______________________ with the Secretary of State.

A

Articles of Limited Liability Partnership

36
Q

Where are articles of Limited Liability Partnership filed?

A

Secretary of State

37
Q

Liability in an LLP is limited for all partners to ________________________.

A

their contributions

38
Q

LLC

A

Limited Liability Company

39
Q

_____________________ is an unincorporated business entity that combines the most favorable attributes of general partnerships, limited partnerships, and corporations.

A

Limited Liability Company

40
Q

A ________________may elected to be taxed like a partnerships. And the owners, called members, can manage the business and have limited liability.

A

Limited Liability Company

41
Q

The owners of a LLC (Limited Liability Company) are called __________________.

A

members

42
Q

LLC owners called _________________, can enter into an operating agreement that regulates the conduct of the company and governs relationships.

A

members

43
Q

_________________________ are the dominate form of business organizations.

A

Corporations.

44
Q

Corporations generate more than __________ of the country’s gross business receipts.

A

85%

45
Q

Corporation owners are called ___________________.

A

shareholders

46
Q

LLC owners are called __________________-

A

members.

47
Q

Corporations are __________________- and treated as _________________.

A

separate legal entities

artificial persons

48
Q

4 Unique Characteristics of Corporations

A
  1. Limited liability of shareholders;
  2. Free transferability of shares;
  3. Perpetual existence; and
  4. Centralized management.
49
Q

A corporation is a _____________corporation in the state in which it is incorporated.

A

domestic

50
Q

A corporation is _________________corporation in all states and jurisdictions except the state in which it was incorporated.

A

foreign

51
Q

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

A

tax issues

52
Q

___________________ incorporates the most businesses in this country.

A

Delaware

53
Q

______________________________ is the basic governing document of the corporation.

A

Articles of Incorporation

54
Q

Articles of Incorporation must be filed with ___________________.

A

the Secretary of State of the state of incorporation.

55
Q

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

A

Bylaws

56
Q

Bylaws contain _____________ for managing the business and the affairs of the corporation.

A

provisions

57
Q

BOD

A

Board of Directors

58
Q

The BOD appoints _______________, who conduct daily business in corporations.

A

Officers

59
Q

A Texas Corporation is formed by filing a ___________________________________________________.

A

Certificate of Formation with the SOS.

60
Q

SOS

A

Secretary of State

61
Q

Texas imposes a _____________________-, called a margin tax on corporations.

A

privilege tax

62
Q

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

A

margin tax

63
Q

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

A

franchise tax

64
Q

Delaware privilege tax =

Texas privilege tax=

A 
Delaware = franchise tax
Texas = margin tax
65
Q

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

A

public corporation

66
Q

Ownership of a corporation is evidenced by ___________________________.

A

stock certificates

Paralegal 2 (9 decks)

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