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TERMS & DEFINITIONS

Select the first letter of the word from the list above to jump to appropriate section of the glossary. If the term you are looking for starts with a digit or symbol, choose the '#' link.

A B C D E F G H I G K L M N O P Q R S T U V W X Y Z #

- A -


*Annual Report
A document filed by a corporation or limited liability company each year usually listing the officer, director,s and registered agent.

Apostille
An Apostille is a gold seal which certifies your corporate documents and grants them recognition for International Banking and Registration needs within the country of intended business use. An Apostille or a certified copy with a gold seal is included in all IncFilings.com's International Business Entity formation packages. IncFilings.com is also able to help you obtain a separate, stand-alone Apostille or other certified copy with proper gold seal authentification from any of the 50 states.

*Articles of Incorporation
The document that demonstrates the organization of a corporation, called certificate of incorporation in some states.

*Articles of Organization
The document that demonstrates the organization of a limited liability company.

Asset
Anything having commercial or exchange value that is owned by a business, government, institution, or individual. This can include stocks, bonds, real estate, equipment, a brand name, or the value of a company as an operating business, sometimes known as goodwill.

Assumed Name
Certified and public registration of a business entity's name.

Authorized Shares or Stock
The total number of shares a corporation is authorized to issue. This number is specified in the articles of incorporation. All of the shares authorized need not be issued to shareholders; the corporation can have unissued shares that can distributed at a latter time.

- B -


*Blue sky laws
Laws governing the sales of securities

*Board of directors
Governing body of a corporation that establishes corporate policies, appoints executive officers, and makes amjor financial decisions

*Bylaws
Rules governing the conduct of affairs of a corporation.

- C -


*C corporation
A corporation that pays taxes on its profits

*Common stock
The basic ownership shares of a corporation.

*Contract
An agreement between two or more parties.

*Corporation
An organization recognized a a person in the law that is set up to conduct a business owned by shareholders and run by officers and directors

- D -


*Distributions
Money paid out to owners of a corporation or limited liability company.

*Domestic corporation
Incorporated in the state in which business is done.

- E -


*Employee
Person who works of another under that person's control and direction.

*Employer identification number
Number issued by the Internal Revenue Service to identify taxpayers who do not have social security numbers.

*Estate planning
Preparing such documents as a will, trust and other arrangements to control the passing of one's property at death.

*Exemption
The ability to sell certain limited types of securities without full compliance with securities registration laws.

- F -


*Fictitious name
Certified and public registration of a business entity's name.

*Foreign corporation
Incorporated in a state other than where business is done.

- G -


*General partnership
A business that is owned by two or more persons.

- H -

- I -


*Intangible property
Personal property that does not have physical presence, such as the ownership interest in a corporation.

*Intellectual property
Legal rights to the products of the mind, such as writings, musical compositions, formulas and designs.

- J -

- K -

- L -


*Liability
The legal responsibility to pay for an injury

*Limited liability company (LLC)
An entity recognized as a legal "person" that is set up to conduct a business owned and run by members

*Limited liability partnership
An entity recognized as a legal "person" that is set up to conduct a business owned and run by professioinals, such as attorneys or doctors.

*Limited partnership
A business that is owned by two or more persons of which one or more is liable for the debts of the business and one or more ahas no liability for the debts

- M -


*Membership agreement
A contract controlling the operation of a limited liability company in which the company is run by members.

*Management agreement
A contract controlling the operation of a limited liability company in which the comapny is run by its managers.

*Minutes
Records of the proceedings of corporate meetings

- N -


*Nonprofit corporation
An entity recognized as a legal "perspon" that is set up to run an operation in which none of the profits are distributed to controlling members

- O -


*Occupational license
A government-issued permit to transact business.

*Officers
Run the day-to-day affairs of the business; usually include a president, secretary, treasurer, and vice president.

*Operating agreement
A contract among members of a limited liability company spelling out how the company is to be run.

*Option
The right to buy stock at a future date, usually at a predetermined price.

*Organizational Meeting
The meeting of the founders of a corporation or limited liability company in which the company is structured and ready to begin business.

- P -


*Par value
A value given to newly-issued stock, which used to have legal significance, but now usually does not relate to anything except, in some states, taxation.

*Partnership
A business formed by two or more persons
*Perpetual existence
Continuance of the business after a partner or owner dies.
*Personal property
Any type of property other than land and the structures attached to it.
*Piercing he corporate veil
When a court ignores the structure of a corporation and holds its owners responsible for its debts or liabilities.
*Professional association (PA)
An entity recognized as a legal "person" that is set up to conduct a business of professionals such as attorneys or doctors.
*Professional service corporation (PC)
Same as Professional association.
*Promoters
Persons who start a business venture and usually offer interests for sale to investors
*Proprietorship
A business that is owned by one person.

- Q -

- R -


*Registered agent
The person authorized to accept legal papers for a corporation or limited liability company, sometimes called a resident agent.

- S -


*S corporation
A corporation in which the profits are taxed to the shareholders.

*Securities
Interests in a business such as stocks or bonds.

*Securities and exchange commission (SEC)
Government agency that regulates the buying and selling of stock.

*Shareholder
Person who owns stock in a corporation.

*Shareholder agreement
A contract among the owners of a corporation that spells out their rights

*Shares
Units of stock in a corporation.

*Sole proprietorship
Type of business in which one person owns and has sole liability for the company.

*Stock
Ownership interests in a corporation.

*Stock certificate
Piece of paper used to represent shares of ownership; designates the number, class, and series of the stock issued.

- T -


*Tangible property
Physical personal property such as desks and tables.

*Trademark
A name or symbol used to identify the source of goods or services.

*Transferability
The ability to sell shares of stock in a corporation.

- U -


*Usury
Charging an interest rate higher than that allowed by law.

- V -

- W -


*Withholding
Money taken out of an employee’s salary and remitted to the government.

- X -

- Y -

- Z -


*Zoning
Governmental regulation controlling the use of a piece of real property.


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