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24 Cards in this Set

  • Front
  • Back
(1) For Profit. (2) Not for Profit (3) Government Owned
Types of Corporations
Law that most for profit corporations incorporate under
General Incorporation Law
The act that all states require professionals who with to incorporate such as physicians, dentists, lawyers and accountants
Professional Corporation Acts
Corporations whose shares are generally available to public investors.
Publicly Held Corporations
Corporations with very few shareholders whose shares are not available to the general public.
Close corporations
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.
S Corporation (Subchapter S)
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.
Not for Profit Corporation
Municipalities, School corporations that can be authorized by states or congress
Government Owned Corporations
A model business statute for adoption by state legislatures prepared by the American bar association's committee on corporate laws
Model Business Corporation Act (MBCA)
A corporation in the state that has granted it's charter
Domestic Corporations
A corporation in all other states in which it does business
Foreign Corporation
A corporation domiciled in one country doing business in another country
Alien Corporation
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.
Benefit Theory
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.
Commerce Clause
(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.
Activities that Constitute "Doing Business"
Permits courts to exercise jurisdiction against foreign corporations for torts making contracts or ownership of property
Long Arm Statutes
A corporation has certain minimum contact such that maintenance of a suit does not offend traditional notions of fair play and substantial justice.
International Shoe Company v. Washington
Qualification requirement for a foreign corporation granted by the secretary of state.
Certificate of Authority
A foreign corporation that does most if its business in one other state
Pseudo-Foreign Corporation
(1) Domination of a corporation by its shareholders. (2) Use of that domination for an improper purpose.
Requirements for courts to Pierce the Corporate Veil
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)
Thin Capitalization
Transfer of assets to shareholders for less than fair market value
Looting
Holding shareholders liable for a corporation's actions (e.g. defrauding creditors, looting, circumventing a statute & evading an existing obligation)
Piercing the Corporate Veil
Model Statues for Creation of Corporate Laws for Not for Profit Corporations. To be adopted by state legislatures written by the American Bar Association
Model Nonprofit Corporation Act (MNCA)