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Business Law for Mortuary Science & Funeral Service Law > (Q4) Sole Proprietorship, Partnerships, Corporations > Flashcards

(Q4) Sole Proprietorship, Partnerships, Corporations Flashcards

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1
Q

Sole Proprietorship

A
  • One person as owner
  • Not a partnership or corporation
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2
Q

Partnership

A

Association of two or more people to carry on a business for profit

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3
Q

General Partnership

A
  • Most common form of partnership
  • Created under the Uniform Partnership Act (UPA)
  • Partnership ownership is tendency in common
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4
Q

Limited Partnership

A
  • At least one partner is limited as to their liability
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5
Q

Trading Partnership

A

Deals in goods
ex. casket manufacturer

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6
Q

Non-Trading Partnerships

A
  • Deals in services
  • funeral homes are considered non-trading partnerships
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7
Q

Uniform Partnership Act (UPA)

A
  • Governs the creation, operation, and termination of partnerships
  • adopted in most states
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8
Q

General Partnership

A

Created under the UPA

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9
Q

Limited Partnership

A
  • Limited as to liability
  • state must have a limited partnership act
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10
Q

Secret Partnership

A
  • Partner is not known to the public but has a voice in management
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11
Q

Silent Partner

A
  • Partner is known to the public and has a voice in management
    ex. Elon Musk and Twitter
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12
Q

Dormant Partner

A

Combination of both silent and secret partner

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13
Q

Nominal Partner

A
  • Partner in name only.
  • Known to the public and has no voice in management
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14
Q

Liability of Partners

A

Fiduciary relationship (a relationship of trust)

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15
Q

Contract Liability

A

Completely liable if partner is acting within the scope of partnership business

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16
Q

Tort Liability

A

Completely liable but if the other partner commits a tort, he must reimburse partnership for loss

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17
Q

Joint Stock Company

A

Ownership is evidenced by shares of stock, but have unlimited liability

18
Q

Joint Venture

A

Partnership for only one specific transaction

19
Q

Liability of Limited Liability Company or Partnership

A

Limited as to liability like a corporation
- has “flow through taxation” like a partnership
- Partnership does not pay taxes, but each partner does

20
Q

Creation of Partnership

A
  1. By agreement (contractual relationship)
  2. By estoppel
21
Q

Dissolution of Partnership

A
  • If a partner leaves for whatever reason
  • If the partners all decide to close
22
Q

Effect of Dissolution

A

Termination of a partnership but the remaining partners can form a new partnership

23
Q

Corporation

A

An entity formed by individuals on a business for or not for profit, to adopt a corporate name, and to change it’s members without dissolution

24
Q

Classifications of Corporations

A
  • Public Corporation (can be governmental or private)
  • Close Corporation (limited number of shareholders)
  • Domestic Corporation (foreign/alien)
  • Promoters (prepare articles of incorporation: file with the state and appoint a board of directors)
25
Q

Board of Directors

A

Policymakers for a corporation

26
Q

Officers

A

Elected by the Board initially

27
Q

Powers of a Corporation

A
  • Expressed
  • Incidental
  • Implied
28
Q

Ultra Vires Acts

A
  • any acts that lie beyond the authority of a corporation to perform
  • is not limited to illegal acts, although it encompasses actions barred by statute as well as by the corporate charter.
29
Q

Promotors

A

Incorporators (those who create a corporation)
- File articles of incorporation
- elect a board of directors
- may elect officers
- may hire and fire people

30
Q

Stockholders

A

the owners of a company’s outstanding shares, which represents a residual portion of the corporation’s assets and earnings as well as a percentage of the company’s voting power.

31
Q

Classes of Stock

A
  • Capital
  • Common
  • Preferred
  • Par Value
32
Q

Capital Stock

A

Declared value of outstanding stock

33
Q

Common Stock

A

Has voting privileges
- Proxy: authoriation given to someone by a common stockholder to vote on their behalf

34
Q

Preferred Stock

A
  • Special advantages for dividend and capital
  • Has not voting privileges
35
Q

Par Value Stock

A

Has assigned face value

36
Q

Treasury Stock

A

Stock reacquired after saile

37
Q

Watered Stock

A

Stock paid for with property of inflated value

38
Q

Stock Options

A

Right to purchase shares at a set price

39
Q

Dividends

A

Profits of the corporation allocated to the stockholders

40
Q

Rights of Stockholders

A

Have the right to inspect books, vote, and have a share in profits (dividends)

41
Q

Management

A
  • Officers of a corporation
  • Usually “line management”: type of management that refers to a chain or line structure of management, with each link in the chain working towards a CEO, managing director or board of directors.
42
Q

Dissolution of a Corporation

A
  • Winding up of the affairs
  • Does not equal termination

Business Law for Mortuary Science & Funeral Service Law (21 decks)

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