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12 Cards in this Set
- Front
- Back
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Corporation |
A type of legal entity created by the state |
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Process of Incorporation (4) |
1. Reserve a name 2. Notice of Articles (rules of company) 3. Incorporation Agreement 4. Offices (address that can be accessed publicly 4 hrs per day) |
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Criteria to reserve a name |
1. Similarity: can't be similar 2. Crown/gov't: can't relate name to 3. Good taste |
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3 types of Participants in a company |
Shareholders, Directors, Officers |
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Two basic types of shareholders |
Common: take the real profit or loss and high risk
Preferred: get dividends and return of capital first but are low risk
Both can include voting and non-voting shares |
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Role of Directors |
- Decision makers - Can be removed by shareholders - Limited liabilities |
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Exceptions of limited liabilities of Directors |
1. Liable for own frauds (party can sue if you lie)
2. Statutory exceptions (certain debts to gov't: ex. gst sales tax, employee income tax, remittance payments)
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Discuss Officers of a Corporation |
- Must have at least president and secretary - Implement the decisions - Official signatories - Limited liability with exceptions (same as directors) |
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Fiduciary Duty |
Putting interests of the company before your own |
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2 issues under Fiduciary duty within a corporation |
1. Conflict of interest: no involvement on issues of conflict
2. Insider trading: confidentiality |
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Doctrine of Corporate Opportunity |
Opportunity in the scope of business, director/officer are obligated to divulge to the company. If they say they don't want it, then director/officer can go ahead |
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Dissenting Shareholders Action |
- using position of control to benefit yourself
- uses their majority control to benefit themselves unfairly, you can go to court
- Cannot take to court because of dislike of how they run the business |
