Mbfe 653: Chapter 41 - History And Nature Of Corporations

Front 1

(1) For Profit. (2) Not for Profit (3) Government Owned

Back 1

Types of Corporations

Front 2

Law that most for profit corporations incorporate under

Back 2

General Incorporation Law

Front 3

The act that all states require professionals who with to incorporate such as physicians, dentists, lawyers and accountants

Back 3

Professional Corporation Acts

Front 4

Corporations whose shares are generally available to public investors.

Back 4

Publicly Held Corporations

Front 5

Corporations with very few shareholders whose shares are not available to the general public.

Back 5

Close corporations

Front 6

Special type of close corporation treated nearly like a partnership for taxation purposes. (Earnings/loses of the business reported on personal income tax) with one class of shares with 100 or fewer shareholders.

Back 6

S Corporation (Subchapter S)

Front 7

Corporations that do not issue stock and do not expect to make a profit. They provide services to their members that eliminate profit motive. Has members rather than shareholders. Pays no income tax.

Back 7

Not for Profit Corporation

Front 8

Municipalities, School corporations that can be authorized by states or congress

Back 8

Government Owned Corporations

Front 9

A model business statute for adoption by state legislatures prepared by the American bar association's committee on corporate laws

Back 9

Model Business Corporation Act (MBCA)

Front 10

A corporation in the state that has granted it's charter

Back 10

Domestic Corporations

Front 11

A corporation in all other states in which it does business

Back 11

Foreign Corporation

Front 12

A corporation domiciled in one country doing business in another country

Back 12

Alien Corporation

Front 13

Clause requiring a foreign corporation avails itself of the protection of a state's laws. It should suffer any reasonable burden that the state imposes as a consequence of such benefit.

Back 13

Benefit Theory

Front 14

The power to regulate interstate commerce is given to the federal government. States have no power to exclude or discriminate corporations solely engaged in interstate commerce, but may regulate intrastate commerce if it does not unduly burden interstate commerce.

Back 14

Commerce Clause

Front 15

(1) To determine whether a corporation is subject to a lawsuit in a states court. (2) To determine whether the corporations activities are subject to taxation. (3) To determine whether the corporation must qualify to carry on its activities in the state and (4) to determine whether the state may regulate the internal affairs of the corporation.

Back 15

Activities that Constitute "Doing Business"

Front 16

Permits courts to exercise jurisdiction against foreign corporations for torts making contracts or ownership of property

Back 16

Long Arm Statutes

Front 17

A corporation has certain minimum contact such that maintenance of a suit does not offend traditional notions of fair play and substantial justice.

Back 17

International Shoe Company v. Washington

Front 18

Qualification requirement for a foreign corporation granted by the secretary of state.

Back 18

Certificate of Authority

Front 19

A foreign corporation that does most if its business in one other state

Back 19

Pseudo-Foreign Corporation

Front 20

(1) Domination of a corporation by its shareholders. (2) Use of that domination for an improper purpose.

Back 20

Requirements for courts to Pierce the Corporate Veil

Front 21

When capitalization is very small related to the nature of the business of the corporation and the risks of the business normally entail. (Defrauding Creditors)

Back 21

Thin Capitalization

Front 22

Transfer of assets to shareholders for less than fair market value

Back 22

Looting

Front 23

Holding shareholders liable for a corporation's actions (e.g. defrauding creditors, looting, circumventing a statute & evading an existing obligation)

Back 23

Piercing the Corporate Veil

Front 24

Model Statues for Creation of Corporate Laws for Not for Profit Corporations. To be adopted by state legislatures written by the American Bar Association

Back 24

Model Nonprofit Corporation Act (MNCA)