Corporations Flashcards
Conventional (C) corporation
A state-chartered legal entity with authority to act and have liability separate from its owners—its stockholders.
General partnership
All owners share in operating the business and in assuming liability for the business’s debts.
Limited partnership
One or more general partners and one or more limited partners.
An owner who invests money in the business but does not have any management responsibility or liability for losses beyond his or her investment.
Limited partner
An owner (partner) who has unlimited liability and is active in managing the firm. Every partnership must have at least one general partner.
General partner
Acts like a corporation and is traded on the stock exchanges like a corporation, but is taxed like a partnership and thus avoids the corporate income tax.
Master limited partnership (MLP)
Limits partners’ risk of losing their personal assets to the outcomes of only their own acts and omissions and those of people under their supervision.
Limited liability partnership (LLP)
Looks like a corporation but is taxed like sole proprietorships and partnerships.
S corporation
To be an S corporation:
Have no more than 100 shareholders. (All members of a family count as one shareholder.)
Have shareholders that are individuals or estates, and who are citizens of the US
Have only one class of stock.
Derive no more than 25 percent of income from passive sources (rents, royalties, interest).
Joins two firms operating in different stages of related businesses.
Vertical Merger
Joins two firms in the same industry and allows them to diversify or expand their products.
Horizontal Merger
Unites firms in completely unrelated industries in order to diversify business operations and investments.
Conglomerate Merger
Leveraged buyout (LBO)
An attempt by employees, management, or a group of private investors to buy out the stockholders in a company, primarily by borrowing the necessary funds.
Acquisition
One company’s purchase of the property and obligations of another company.
A franchise agreement
An arrangement whereby someone with a good idea for a business (the franchisor) sells the rights to use the business name and sell a product or service (the franchise) to others (the franchisees) in a given territory.