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llcs-corporations-partnerships

Annual meeting

Definition

An annual meeting of the shareholders of a corporation, at a time and place determined by the corporation's bylaws. Also known as the "annual general meeting" (AGM). Shareholders meet to elect directors whose seats on the board are up for re-election or vacant, and may also vote on changes to corporate policy. Shareholders also receive a report on the corporation's health and strategy and are given the opportunity to make comments and ask questions of management.

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Alter ego

Definition

Legal doctrine whereby the court finds a corporation lacks a separate identity from an individual or corporate shareholder, resulting in injustice to the corporation’s debtors. Finding alter ego gives the court cause to pierce the corporate veil and hold individual shareholders personally liable for debts of the corporation. 

Agent for service of process

Definition

The person designated by a business entity, such as a corporation, to receive legal correspondence on behalf of the business entity within the state which the agent's address is located. The person may be an officer of the corporation or a third party, such as the corporation's lawyer. Also known as a "registered agent".

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Accumulated earnings

Definition

Net profits of a company that are not distributed as shareholder dividends.  Accumulated earnings are often reinvested into the company itself.

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De facto corporation

Definition

Legal recognition of a corporation, even if the articles of incorporation for a corporation are not properly filed. To be granted de facto corporation status, there must be: a relevant incorporation statute, a good faith attempt to comply with it, and evidence that the business is being run as corporation.

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Certificate of Incorporation

Definition

In New York, the term used for “articles of incorporation”.

 

 

 

Dissolution

Definition

A fundamental change of the relations among partners in a partnership, ending a governance-type relation among the partners in the partnership. As part of dissolution, liquidation of the partnership's assets occurs.

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Association

1.  An organization of people that is not incorporated.  In general, an association is not a separate entity from the persons who compose it.  However, some laws may require associations to pay taxes, particularly if they have certain features that make it look like a corporation (e.g., central management, continuous existence, and some kind of limited liability that shields individual members from suit).

Merger

Definition

In general, the act of uniting separate things.  Specifically -

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