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33 Cards in this Set

  • Front
  • Back
Sole proprietorship
Uses an assumed/ficticious name, personability, less regulation, and 1 tax form
General Partnership
Income taxed only at the partner level, liable jointly and individually, all partners are liable for obligations of the partnership, mgt responsibilities and profits are divided
Limited Partnership
at least 1 general and 1 limited partner, limited partner is only liable for investment and cant take an active role in mgt.
Principals Duties
Compensation, reimbursement and indemnification, cooperation, and safe working conditions
agents duties
loyalty, obedience, accounting, performance
Respondeat Superior
principal is liable if it is within scope
Rupla and rupa
fills in where agreement doesnt cover an issue
classic c-corps
there is an entity and and entity tax, double taxes on dividends, limited liability, closely or publicly held.
Sub S
Hybrid, only 1 class of stock and no > 75 SH, unanimous vote to elect status, limits on who can be sh-no corps, llc's, or foreign. has a partnership taxation
limited liability, partnership tax, no limit on members, anybody can be a sh, free transferability, continuity
common or preferred stock
cumulative preferred stock
must pay all dividends owed before paying common stock
convertible preferred
preferred stock is converted into common at a predetermined equation
By estoppel
The principal can't deny that somebody is their agent after leading a 3rd party to believe they are. Apparent authority
corp opportunity theory
can't take personal advantage of an opportunity that should have belonged to the corp
non profit organization formed by individuals to market products
investment group that privately agrees to come together to finance a large project
using somebody's name for commercial gain without permission
taking somebody elses idea
proximate cause
is the breach of duty foreseeable? Negligence torts
negligence per se
statuatory breach- not obeying safety rules and regulations
contributory negligence
last clear chance
comparative negligence
allocates recovery based on % fault allocated to plaintiff. modified form=must be > 50%
statue of limitation
cant file a lawsuit after a certain amount of time after injury
statue of repose
not liable for old products
strict liability
breach of warranty
liquidating preferred
if company goes into debt you get whats left over
creating a corp
select the state, articles of incorporation (pick name, describe what you are going to do, describe your stock, file with state), certificate of incorporation, call first meeting of the board of directors (adopt bylaws)
operating lease
off balance sheet, used as an operating expense. If NPV < 90% of what it will be
synthetic real estate lease
operating lease. tax purposes- ge=lender, customer=owner. owner gets to depreciate the property. accounting purposes- ge=owner customer=lessor.
a created company to buy AR from a co and sell it to another co, as long as spe
suing on behalf of the company