Corporate Minutes - Detailed Glossary for private corporations

Private Corporation Glossary

General information to help you comply with

Corporate Formalities and Corporate Minutes laws

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

A

Accredited Investor

Accumulated Dividend

Accumulated Earnings or Earned Surplus or Retained Earnings

Administrative Dissolution

Affiliate

Agenda

Agent

Agent for Service of Process or Registered Agent or Resident Agent

Alter Ego Liability

Angel Investor

Annual Meeting

Annual Meeting of the Board of Directors

Annual Meeting of the Shareholders

Anti-Dilution Provision

Articles of Incorporation or Certificate of Incorporation or Corporate Charter

Attorney-in-Fact

Authorized, But Unissued Stock

Authorized Shares

Authorized Stock (See Authorized, But Unissued Stock)

B

Beneficial Owner

Board of Directors

Bond (see Corporate Bond)

Business Judgment Rule

By-Laws or Bylaws

C

Cancellation of Certificates

Capitalization

Capital Stock

Cash Dividend

"C" Corporation

Certificate of Authorization (See Certificate of Good Standing)

Certificate of Good Standing or Certificate of Existence or Certificate of Authorization

Certificate of Existence (See Certificate of Good Standing)

Certificate of Incorporation

Chairman of the Board

Chairman of the Meeting

Change Company Name or Change Corporate Name or Change Name of the Corporation

Charter (See Articles of Incorporation)

Chief Executive Officer or CEO

Chief Financial Officer or CFO (See Treasurer)

Class of Stock

Close Corporation (See Closely Held Corporation)

Closely Held Corporation

Common Stock

Conflict of Interest (See Duty of Diligence and Due Care, Duty of Loyalty, and Usurping a Corporate Opportunity)

Consent of the Sole Director in lieu of Annual Meeting or Special Meeting

Consent of the Sole Shareholder in lieu of Annual Meeting or Special Meeting

Consolidation

Controlling Interest

Convertible Bond

Convertible Preferred Stock

Corporate Bond or Bond

Corporate Charter (See Articles of Incorporation)

Corporate Formalities

Corporate Minute Book

Corporate Minutes

Corporate Name Availability

Corporate Resolution (See Resolution)

Corporate Seal

Corporate Secretary (See Secretary)

Corporate Shield (See Alter Ego Liability and Piercing the Corporate Veil)

Corporate Veil (See Alter Ego Liability and Piercing the Corporate Veil)

Corporation

Cumulative Preferred Dividends

D

Debenture

Department of Revenue (See State Tax Agency)

Director

Directors & Officers Liability Insurance or D & O Insurance

Discovery or Discovery in a Lawsuit or Document Discovery

Dissolution of a Corporation or Corporate Dissolution

Dividend

Domestic Stock Corporations

Duty of Diligence and Due Care

Duty of Loyalty

E

Earnings

Employee Payroll Taxes

Employee Retirement Income Security Act or ERISA

Employee Stock Ownership Plan or ESOP or Stock Purchase Plan

Employment Development Department or EDD

Employment Taxes (See Employee Payroll Taxes)

Endorsement

Equity Capital

Exit Strategy or Liquidity Event

F

Federal Employer Identification Number or EIN or TIN

Federal Tax Deposits (See Tax Deposits)

Fictitious Business Name or Assumed Name or Trade Name or d/b/a

Financial Accounting Standards Board or FASB

Financial Statement

Fiscal Year

Foreign Corporation

Fractional Share

Franchise Tax

Franchise Tax Board or FTB (See State Tax Agency)

Fringe Benefit Plan

G

Generally Accepted Accounting Principles (GAAP)

H

I

Incentive Stock Option or ISO

Incorporator or Incorporators

Incorporation (See Corporation)

Indemnification

Independent Director (See Outside Director)

Informal Notes

Insider Loan

Internal Revenue Code or IRC

Internal Revenue Service or IRS

Invalid Shareholder Resolution

Involuntary Dissolution

Irrevocable Proxy

Issued Stock

J

Judicial Dissolution

K

L

Liquidating Dividends

Liquidating Event (See Exit Strategy)

Liquidation and Winding-Up Process

Lost Instrument Surety Bond or Lost Instrument Bond

M

Majority Shareholder

Majority Vote

Marketable Securities

Merger

Mezzanine Debt

Mezzanine Financing

Minute Book or Corporate Minute Book

Minutes of the Meeting (See Corporate Minutes)

N

No Par Stock or No Par Value Stock or No Par Value Shares

Non-Qualified Stock Option or Non-Statutory Stock Option

Nonvoting Stock or Non-voting Stock

Notice of Incorporation

Notice of Meeting

O

Officers

Organizational Meeting

Outside Director or Independent Director

Outstanding Shares or Outstanding Stock or Shares Outstanding

P

Parent Corporation

Par Value of a Corporate Bond

Par Value of a Stock

Personal Service Corporation

Piercing the Corporate Veil

Power of Attorney

Preferred Stock

President

Private Corporation or Privately-Held Corporation

Privileged Discussions or Attorney-Client Privilege or Attorney Work Product

Professional Corporation

Proxy

Public Corporation or Publicly Traded Company

Q

Quorum

R

Record Date

Redeemable Shares

Registered Agent (See Agent for Service of Process)

Registered Owner

Regulation D or Reg D

Reinstatement

Replacement Certificate

Resolution

Retained Earnings or Earned Surplus or Accumulated Earnings

Revocable Proxy

S

S Corporation

Secretary or Corporate Secretary

Secretary of the Meeting

Securities and Exchange Commission or SEC

Security

Shareholder or Stockholder

Shareholders' Derivative Suit or Derivative Suit

Shares of Stock or Shares

Special Meeting of the Board of Directors

Special Meeting of the Shareholders

State Board of Equalization or BOE

State Tax Agency

State Taxes

Stock

Stock Certificate or Certificate of Stock or Share Certificate

Stock Certificate Legend

Stock Dividend

Stock Records or Stockholder Records or Stock Transfer Book

Stock Split

Stockholder (See Shareholder)

Subsidiary

Surety Bond (See Lost Instrument Surety Bond)

T

Tax Deposits

Termination of a Corporation (See Dissolution of a Corporation)

Treasurer or Chief Financial Officer or CFO

U

Ultra Vires

Unanimous Written Consent of Board of Directors in lieu of Annual Meeting or Special Meeting

Unanimous Written Consent of Shareholders in lieu of Annual Meeting or Special Meeting

Undercapitalization

Usurping a Corporate Opportunity

V

Valid Shareholder Resolution

Venture Capital

Vice President or Corporate Vice President

Voluntary Dissolution

Voting Stock

Voting Trust

W

Waiver of Notice of Meeting

Warrant

Written Consent of the Sole Director in lieu of Annual Meeting or Special Meeting

Written Consent of the Sole Shareholder in lieu of Annual Meeting or Special Meeting

X

Y

Z

Disclaimer: The foregoing is intended to provide general information and may not be suitable in specific instances. The glossary information is not intended to be exhaustive but rather to illustrate typical considerations. The material is provided with the understanding that it is not legal, accounting, tax or any other professional advice.

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Corporate Formalities and Corporate Minutes laws

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