Card Set Information

2012-02-29 19:18:54
Business Law

Business Structure
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  1. Business judgment rule
    Officers and/or directors of a corporation will not breach their fiduciary duty of care by simply making a poor business decision. Rather their action must be negligent to breach the duty of care.
  2. C Corporation
    the assumed corporation form unless party affirmatively selects S corporation status. The typical form for large publicly traded companies subject to double taxation. Generally, no personal liability for sharesholders.
  3. Dissociation
    When a partner is no longer affiliated with the partnership.
  4. Dissolution
    The process of ending a partnership
  5. General Partnership
    An association of 2 or more persons to carry on a business as co-owners for profit. Partners have unlimited personal liability.
  6. Joint Venture
    An association of 2 or more persons/entities engaged in a business for a specific purpose
  7. Limited Liability Partnership (LLP)
    A general partnership that affords its partners limited liability from the actions of the other partners.
  8. Limited Liability Company (LLC)
    A business entity that is run primarily like a partnership, but affords its members (owners) limited liability.
  9. Limited Partner
    In a limited partnership this partner has no personal liability; however, the limited partner is not allowed to participate in running of the business.
  10. Limited Partnership
    A partnership with 2 types of partners; general and limited. General partners have unlimited liability; limited partners have no personal liability.
  11. Partnership Interest
    The partner's right to profits. This is freely transferable. Contrast this with the ownership interest, the right to be a partner, which can only be transferred with the consent of all the other partners.
  12. S-Corporation
    A type of corporation which must be affirmatively elected by the organizers. Taxed like a partnership, but the shareholers have no personal liability.
  13. Sole Proprietorship
    One-owner business, owner has unlimited liability.
  14. Ultra vires
    An action that goes beyond the power or the authority of the corporation. Such actions violate the fiduciary duty of obedience.
  15. Winding up
    The liquidation of the partnership.