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39 Cards in this Set
- Front
- Back
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Liability
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A legal right that can be enforced by and against a person through the court process which can result in a court remedy
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Sole Proprietorship
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An unincorporated business owned by a single individual
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Creditor Proof Assets
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Assets creditors can’t attack e.g. Insurance/RRSPs
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Cooperatives
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Designed to provide their members with goods or services at a cost lower than the cost of similar goods and services in the market place
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Participatory Democracy
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Each member has one vote regardless of the number of shares held and the capital contributed
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Partnerships
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The relation which subsists between persons carrying on a business in common with the view of profit
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Partnership by estoppel
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Precluded from denying
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Agent
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A person acting for another in contractual relations with 3rd parties
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Principal
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The person whose behalf the agent acts
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Exclusive Listing Agreement
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An agreement by the client of a real estate agent to pay commission on any sale of a property whether it is sold by the client, the agent or some other agent
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Jointly and Severally Liable
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Creditors can collect amount owed from any of partners
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Implied terms of the Partnership Act
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a term that does not exist in a contract but nevertheless the courts will insert it into the contract even though the parties never agreed to it
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Limited Partnership
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A partnership in which some of the partners limit their liability to the amount of their capital contributions
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Limited Liability Partnership (LLP)
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Partnerships in which non-negligent partners are not personally liable for losses caused by the negligence of a partner
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Limited Partners
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May have liability limited to the amount paid by each of them to the Limited Partnership as capital
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General Partners
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Are subjected to the unlimited partnership principles, have unlimited liability
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Corporation
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A separate legal entity that carries on business through human agents
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Limited Liability
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only liable to lose his/her investment and the amount of the price of the shares for which he/she has not paid
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Frozen Out
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Do not have sufficient voting privileges to get on the board of directors, won’t be able to realistically participate in management
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Locked in
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Impossible to sell shares, no one wants to step in the shoes of minority shareholders
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Piercing the Corporate Veil
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Lifting the notion that the corporation is a separate identity
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Royal Charter
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Using the royal prerogative to incorporate
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Special Acts
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Passed by parliament to create corporate body
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General Acts
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routine method of creating a company
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Certificate of Incorporation
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most prominent method of incorporation
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Bylaws
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provide regulation for the general governance of a corporation
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Directors
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Managers of the corporation
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Officers
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Elected by Board of Directors
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Shareholders
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Investors
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Common Shareholders
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Have the rights to vote and no pre-determined dividend rate
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Preferred Shareholders
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Do not vote, ranked ahead of common shareholders if surplus
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Secure Creditors
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Lend the company money, security in assets of company
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Apparent Authority
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An agent may acquire apparent authority from a past manner of transacting business, business by principal or trade custom
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Holding Out
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Representing yourself or allowing someone to represent you
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Gatekeeper Liabilities
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the attempt to control wrong doing of companies by making the directors liable through duties
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Derivative action
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Shareholder can sue board of directors in the name of the company
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Fundamental Changes
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Need 75% majority in each class of shares
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Oppression Remedies
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If you can show you are oppressed and treated unfairly, the court can implement an open-ended remedy
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Shot gun Clause
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Offer partner to buy out or you buy them out
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