Special Types of Corporations Flashcards
1
Q
Closely Held and Close Corporations
A
- closely held: private, few stockholders.
- close corp: business you can elect into. stockholders can eliminate board, stockholders run the corp
2
Q
Foreign Corporation
A
- incorporated under laws of another state
- must register if it is doing business in the state
- failure to do so prevents foreign corp from suing in state courts, but not from being sued
3
Q
Professional Corporation
A
- builty around core group of professionals
- purpose limited to rendering professional service
- members bust be within profession that it’s dedicated
4
Q
S Corporation
A
- elects pass-through tax treatment
- no more than 100 stockholders
- can only have 1 class of stock
5
Q
Limited Liability Corporation
A
- not incorporated
- filed articles of organizations
- owners limited liability for entity’s debts
- operating agreement general to by lawss (not required unless required by articles, doesn’ thave to be in writing)
- owners typically called members
6
Q
Management
A
- owners/members or manager
- member who manage LLC fiduciary duties
- fiduciary duties are governed by common law
7
Q
Profits and Losses
A
- default rule: same as percentage of capital investment
- can change this in the operating agreement
8
Q
Transfer of membership Rights
A
- can’t transfer entire membership interest w/o the approval of the other members
- change in operating agreement
- transfer her economic interest w/o anyone else consent
9
Q
Merger and Dissolution
A
-an LLC can merge with another entity or dissolve
10
Q
Business Trust
A
- unincoporated business, trust, association that can carry on business much like a regular corp
- issue shares, authorize corp guidelines for governance, buy and sell property, sue and be sued.
- special purpose business (business not going to have a broad corp purpose, often used to hold property.
