Chapter 13 Flashcards
Corporation
An entity that is separate from its owners and has the same rights as a person
Privately held and publicly held corporations
- Private: corporation that does not offer its stock for public sale and has few stockholders
- Public: selling and trading stock on an organized stock market such as NASDAQ
Separate legal entity
Pertaining to a corporation having the same rights, duties, and responsibilities as a person
Limited liability
Stockholders are not liable for corporate actions or debt
Transferable ownership rights
Transfers of shares from one stockholder to another has no direct effect on operations except when it causes a change in directors to oversee the corporation
Continuous life
Corporation’s life is indefinite because it is not tied to the physical lives of its owners
No mutual agency for stockholders
Shareholders cannot bind the corporation to contracts (as they are not officers and managers = lack of mutual agency)
Capital accumulation
Increase in assets from investments or profits
Corporate disadvantages
- Government regulation and laws
- Additional taxes via federal and state corporate income taxes , plus often double taxed as the corporate income is taxed a second time as part of stockholders’ personal income when they receive dividends
Incorporators or promoters
Prospective stock holders that file a charter
Board of directors
Elected by stockholders, responsible for overseeing corporate activities and is in charge of hiring/firing key executives who manage day-to-day operations
Proxy
A document that gives a designated agent the right to vote the stock
Specific and general rights
- Specific = rights under the corporation’s charter
- General = rights under state law
Rights of stockholders’ ownership of common stocks
- Sell or dispose of their stock
- Purchase their proportional share of any common stock issued later
- Receive the same dividend on each common share
Stock certificate
Proof of share ownership, not very common anymore
Registrar
Individual (banks or trust companies) that keeps a list of stockholders for a meetings and dividend payments
Transfer agent
Individual (banks or trust companies) that assists with purchases and sales of shares
Capital stock
Shares issued to obtain capital
Authorized stock
Number of shares that a corporation’s charter allows it to sale
Outstanding sock
Stock held by stockholders/investors