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Business Legal Exam2
| Question | Answer |
|---|---|
| common law,easy to form, low cost, control rests with single owner, profits and losses flow to single owner, single taxation, liable | Sole Proprietorship |
| common law, easy to form, Flow through taxation, joint control, joint and several libility for torts, dissolution+wind up = termination | General Partnership |
| statutory law, requires a certificate of limited partnership, limited partner has no managerial control and liability is limited, general partner does have control, liability is not limited, flowe through taxation | Limited Partnership |
| statutory law, there is a limited and general partner but the title is fiction, both have joint control, both have limited liability, flow through taxation | Limited Liability Partnership |
| statutory law, limited partner has no control, limited liability, general partner has control, limited liability, flow through taxation, | Limited Liability Limited Partnership |
| corporation aspects embedded in limited liability partnership, flow through taxation, operate under an operation agreement, all members have equal control, limited liability, statutes vary from state to stateq | Limited Liability Company |
| Two or more persons or entites combining efforts for a single business undertaking | joint venture |
| statutory law, federal and state, owned by shareholders, double taxation, ran by board of directors and officers, 3 types domestic, foreign, alien | Corporation |
| a binding agreement between coworkers that governs what happens if a coworker dies or is otherwised forced to leave or chooses to leave | buy-sell agreement |
| corporations make a valid election to be taxed under the SubChapter s chapter 1 of the Internal REvenue Code, dont pay federal income taxes, income and losses divided between the share holders (usually private corporation) | Sub Chapter S Corporation |
| promoters liability is an issue here, | Preliminary Organization |
| primary rules and regulations governing the managment of a corporation in the US (name, not much about the corporation) | articles of incorporation |
| pay 100 $ to each state, failure to do so will result in secretary of state involutary dissolution | Annual Registratation |
| statement of the rules of internal structure | bylaw |
| using corporate funds for personal use | alter ego theory |
| a credior can show that you misrepresented yourself as undercapitalized you will be liable | under capitalization |
| If a corporation starts a small daughter company and the company fails if there is any way to establish an agent relationship the corporation is liable | parent/ subsidary control |
| directors of a corporation are clothed with the presumption, which the law accords to them, of being motivated in their conduct by a bona fide regard for their interest of the corporation whose affairs the stock holders have committed | Business judgment rule |
| directors, officers and controlled shareholders of a corporation must not take for themselves any business opportunities that could benefit the corporation (Fiducary duty of loyalty) | corporate oppertunity rule |
| intended to promote more proportional representation than winner takes all elections | cumulative voting |
| 2 corporations join together and both are represented | merger |
| 2 corporations join together and one overtakes the other | aquisition |
| many corporations join together into one corporation | consolidation |
| a corporation sells its assets to the buyer and the corporation continues to own the corporate stock | asset sales |
| a legally enforcable agreement | contract |
| consideration, capacity, legality | requistes for a contract |
| anything of value which each party to a legally binding contract must agree to exchange if the contract is valid | consideration |
| the ability of the contracting party to enter into a legally binding relationship | capacity |
| a promise for a promise | bilateral contract |
| a promise for an act | unilateral contract |
| the intention of the parties are fully and explicitly stated | expressed contract |
| the intentions of the parties are inferred based on words, conducts, history, circumstances and the like | implied contract |
| Equity steps in to ajoid unjust enrichment | quasi contract |
Created by:
macmac
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