The Law of Corporations and Other Business Organizations
Chapter Glossary
articles of organization | A document required to be filed with the proper state authority to form a limited liability company.
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articles of termination | A document filed with the secretary of state or other appropriate state authority to dissolve a limited liability company; same as articles of dissolution.
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board of managers | A group of individuals elected by the members of a limited liability company to manage the limited liability company; similar to a corporation’s board of directors.
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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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entity at will | An entity that may be dissolved at the wish of one or more members or owners.
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foreign limited liability company | A limited liability company that is transacting business in any state other than the state of its organization.
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investment contract | Under federal law, any agreement that involves an investment of money pooled with others’ money to gain profits solely from the efforts of others.
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limited liability company | A cross between a partnership and a corporation owned by members who may manage the company directly or delegate to officers or managers who are similar to a corporation’s directors. Governing documents are usually publicly filed articles of organization and a private operating agreement. Members are not usually liable for company debts, and company income and losses are usually divided among and taxed to the members individually according to share.
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low-profit limited liability company | A subcategory of limited liability company that may be formed in a few states by certain entities that have a charitable or educational purpose.
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manager-managed limited liability company | A limited liability company in which the members have agreed to have the company’s affairs managed by one or more managers.
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member | An owner of a limited liability company.
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member-managed limited liability company | A limited liability company in which the members have elected to share the managing of the company’s affairs.
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operating agreement | A document that governs the limited liability company; similar to a corporation’s bylaws.
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Revised Uniform Limited Liability Company Act | Uniform act adopted by the National Conference of Commissioners on Uniform State Laws in 2006 to address numerous questions that had arisen concerning limited liability company law.
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Securities Act of 1933 | A federal securities act requiring the registration of securities that are to be sold to the public and the disclosure of complete information to potential buyers.
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Securities Exchange Act of 1934 | A federal securities act regulating stock exchanges and over-the-counter stock sales.
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security | A share of stock, a bond, a note, or one of many different kinds of documents showing a share in a company or a debt owed by a company or a government. The U.S. Supreme Court has defined a security as any investment in a common enterprise from which the investor is “led to expect profits solely from the efforts of a promoter or a third party.”
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transferee | A person to whom a transfer is made.
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Uniform Limited Liability Company Act | Uniform act adopted by the National Conference of Commissioners on Uniform State Laws in 1994 and amended in 1995 to give states guidance when drafting limited liability company statutes.
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