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Articles of Incorporation
application form from the secretary of state’s office filed for incorporatingincorporating a business.
Common Stock
basic form of corporate ownershipownership payable to shareholders as dividendsdividends at par or no-par value.
Corporation- a legal entityentity that is treated as an artificialartificial personperson by the law. with limitedlimited liabilityliability of owners
Corporation by Estoppel
courts will not allow denialdenial of existence of a corporation when a situation of some party’s willingness to treattreat a person as a corporation occurs.
Dissolution– changechange in the relationship of the owners that occurs when one owner stopsstops beingbeing associatedassociated with the business.
Dividend
– profitprofit paid through common stock to the shareholders, based on the corporation’s performanceperformance.
dormant partner
—is one who is neither knownknown to the public as a partner or activeactive in management.
employer identification number
– assigned by IRSIRS for income taxtax purposes when employees are hiredhired.
Foreign—a corporation that doesdoes businessbusiness in one state but is charteredchartered in another state.
general partnership
—one which all the partners assume full personalpersonal liabilityliability for debts of the firm.
joint liability
–all the owners of the business must be suedsued togethertogether in the event of a lawsuit.
joint venture—partnership in which one or more persons or firms combinecombine their resources to complete oneone complexcomplex projectproject.
Nonprofit
—a corporation organized for a socialsocial, charitablecharitable, or educationaleducational purpose.
partnership by estoppel– occurs because someone does or says something that leadsleads a thirdthird partyparty to believe that a co-co-ownershipownership exists.
partnership (general)
– two or more competent parties combinecombine their moneymoney, laborlabor and skillsskills for the purpose of carrying on a lawful business.
perpetual life
—one major advantage of corporations, which means the corporationcorporation can continue indefinitelyindefinitely with new owners.
Promoter
– person who carries out the incorporationincorporation processprocess and is personally liableliable for contracts entered into before the corporation is formed.
secret partner
—one who is not known to the publicpublic as a partner yet participates in managementmanagement.
silent partner
—one who may be knownknown to the public as a partner but takes nono activeactive partpart in management.
Uniform Partnership Act
(UPA) – the lawlaw that governs most business associations of twotwo or moremore persons.