llcs-corporations-partnerships

Definition

An action taken without strict legal authority to do so, but recognized as legally valid nonetheless.

See De Facto Corporation

Definition

Also known as "accumulation voting" and "weighted voting"; a semi-proportional system of voting that gives minority shareholders the opportunity to exercise corporate power by allowing them to allocate all of their votes as they wish to one or more vacant seats on the board of directors. This method of voting usually insures that minority shareholders can elect a chosen director to the board. This is in contrast to regular or statutory voting, where shareholders must only use one vote per share to vote on each individual seat of the board up for election.

Definition

A corporate opportunity refers to any business opportunity that may benefit a corporation. The corporate opportunity doctrine governs the legal responsibility of directors, officers and controlling shareholders in a corporation, under the duty of loyalty, not to take such opportunities for themselves without first disclosing the opportunity to the board of directors of the corporation and giving the board the opportunity to decline the opportunity on behalf of the corporation.

Definition

A written legal document, issued by the board of directors of a corporation, documenting a binding decision made on behalf of the corporation. The corporate resolution will be adopted at a board meeting, and can be found in the minutes of the meeting detailing the decisions made by the board.

Also refers to a document signed by corporate officers, authorizing to a bank those who can access corporate funds, sign checks and acquire loans on behalf of the corporation.

See also

• Board of Directors
• Corporate Officers

Definition

See Articles of Incorporation

Definition

See Partner

Definition

A person or business that agrees to conduct work for another entity as specified under the terms of a contract. Unlike employees, contractors are independent entities that do not work exclusively for one person or business and are subject to different employment law and tax treatment than employees.

See also

• Independent Contractor
• Employee

Definition

An association, combination or partnership of businesses, financial institutions or investors engaged in a joint venture. 

See also

• Joint venture
• Partnership

Definition

A sale in which the purchaser receives possession of and the right to use certain goods, but title remains with the seller until the performance of a condition is met by the buyer. Usually, this condition is the buyer's full payment of the purchase price. An installment contract is typically a conditional sale.

See also

• Condition
• Installment_contract

Definition

A class of stock or securities which represents equity ownership in a corporation.  Common stock typically comes with voting rights, permitting shareholders control over the company by electing a board of directors and voting on corporate matters. Common stock is last in priority, thus in the event of liquidation, holders of common stock must wait to be repaid until creditors and preferred shareholders are repaid first.