The Law of Corporations and Other Business Organizations
Chapter Glossary
certificate of authority | A certificate issued by the secretary of state, or other appropriate state official, to a foreign business entity to allow that entity to transact business in that state.
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certificate of good standing | Sometimes referred to as a “certificate of existence.” A certificate issued by the secretary of state or other appropriate state authority proving the incorporation and good standing of the corporation in that state.
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door-closing statute | A state statute providing that a corporation doing business in the state without the necessary authority is precluded from maintaining an action in that state.
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foreign corporation | A corporation incorporated in a state or country other than the state referred to. A corporation is considered a foreign corporation in every state other than its state of incorporation.
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long-arm statute | A state law that allows the courts of that state to claim jurisdiction over (decide cases directly involving) persons outside the state who have allegedly committed torts or other wrongs inside the state. Even with a long-arm statute, the court will not have jurisdiction unless the person sued has certain minimum contacts with the state.
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