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llcs-corporations-partnerships

Naked option

Definition

An option contract entered into where the seller does not actually own the underlying stock. When the buyer exercises the option, the seller must purchase the shares and sell them under the terms of the option contract. Also known as an "uncovered option."

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Minutes

Definition

Permanent and formal records of business conducted and resolutions adopted at a meeting of the board of directors or shareholders. Once accepted at the next meeting, the minutes become an official representation of the previous meeting and can be used as prima facie evidence in legal matters. 

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Member

Definition

The equivalent of a shareholder in a limited liability company (LLC). Also, any person on the rolls of an organization with rights and responsibilities.

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Liquidating partner

Definition

The member in a liquidating partnership responsible for selling and distributing assets and settling debts on behalf of the partnership.

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Limited liability company (LLC)

Definition

A type of business organization that offers the limited liability of a corporation and the tax benefits of a partnership. The owners of an LLC are referred to as "members", whose rights and responsibilities in managing the LLC are governed by an operating agreement. An LLC is legally formed by the filing of a document called the articles of organization with a state official, usually the Secretary of State.

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Limited partnership

Definition

A type of partnership with at least one general partner and at least one limited partner. A general partner is responsible for managing the partnership but maintains personal liability for the partnership's debts. A limited partner generally does not participate in managing the partnership, but enjoys limited personal liability.

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Limited liability partnership (LLP)

Definition

A type of partnership which extends limited personal liability to all partners, including general partners. Operates in similar fashion to a Limited liability company (LLC).

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