Ch 20 - Corps: Formations and Capital Stock Transactions Flashcards
“authorized capital stock”
number of shares authorized for issue by the corporate charter
“bylaws”
guidelines for conducting a corporation’s business affairs
“callable preferred stock”
stock that gives the issuing corp the right to repurchase the preferred shares back from shareholders at a specific price
“capital stock ledger”
“stockholders’ ledger”
subsidiary ledger that contains record of each stockholder’s purchases, transfers, current balance of shares owned
“capital stock transfer journal”
record of stock transfers used for posting to stockholders’ ledger
“common stock”
- general class of stock issued when no other class of stock is authorized; each share carries same rights and privileges as every other share.
- even if preferred stock is used, common stock will also be issued.
“convertible preferred stock”
preferred stock that conveys the right to convert that stock to common stock after a specified date or during period of time
“corporate charter”
document issued by a state govt that establishes a corporation
“cumulative preferred stock”
stock that conveys to its owners the right to receive the preference dividend for the current year and any prior years in which the preference dividend was not paid before common stockholders receive any dividends
“dividends”
distributions of the profits of a corporation to its shareholders
“limited liability company (LLC)”
provides limited liability to the owners, who can elect to have the profits taxed at the LLC level or on their individual tax returns
limited liability partnership (LLP)
partnership that provides limited liability for all partners
“liquidation value”
value of assets to be applied to preferred stock, usually par value or an amount in excess of par value, if the corp is liquidated
“market value”
price per share at which stock is bought and sold
“minute book”
book in which accurate and complete records of all meetings of stockholders and directors are kept
“noncumulative preferred stock”
stock that conveys to its owners the stated preference dividend for the current year but no rights to dividends for years in which none were declared
“nonparticipating preferred stock”
stock that conveys to its owners the right to only the preference dividend amount specified on the stock certificate
“no-par-value stock”
stock that is not assigned a par value in the corporate charter
“organization costs”
costs associated with establishing a corporation
“par value”
amount assigned by the corp charter to each share of stock for accounting purposes
“participating preferred stock”
stock that conveys the right not only to the preference dividend amount but also to a share of other dividends paid
“preemptive right”
shareholders’ right to purchase a proportionate amount of any new stock issued at a later date
“preference dividend”
basic or stated dividend rate for preferred stock that must be paid before dividends can be paid on common stock
“preferred stock”
class of stock that has special claims on corporate profits or, in case of liquidation, on corporate assets
“registrar”
person or institution in charge of issuance and transfer of a corp’s stock
“shareholder” “stockholder”
person who owns shares of stock in a corp
“stated value”
value that can be assigned to no-par-value stock by a board of directors for accounting purposes
“stock certificate”
form by which capital stock is issued. Cert indicates name of corp name of stockholder to whom cert was issued, class of stock, number of shares
“stockholders’ equity”
“shareholders’ equity”
corporate equivalent of owners’ equity
subchapter S corporation (S Corp)
entity formed as a corp that meets the requirements of Subchapter S of Internal Revenue Code to be treated essentially as a partnership, so that the corp pays not income tax
subscribers’ ledger
subsidiary ledger that contains an account receivable for each stock subscriber
subscription book
list of stock subscriptions received
transfer agent
person or institution that handles all stock transfers and transfer records for corporation
