Substantive Law Study Support

The Law of Corporations and Other Business Organizations

Chapter Glossary


affiliate corporations

A person or company with an inside business connection to another company. Under bankruptcy, securities, and other laws, if one company owns more than a certain amount of another company’s voting stock, or if the companies are under common control, they are affiliates.

 

articles of incorporation

A document filed with the secretary of state or other appropriate state authority to form a corporation. Articles of incorporation contain the most basic rules of the corporation and control other corporate rules such as the bylaws.

 

close corporation

A corporation with total ownership in a few hands; also referred to as “closely held corporation.”

 

corporation

An organization that is formed under state or federal law and exists, for legal purposes, as a separate being or an “artificial person.”

 

domicile

A person’s permanent home, legal home, or main residence. The words “abode,” “citizenship,” “habitancy,” and “residence” sometimes mean the same as “domicile” and sometimes not. A corporate domicile is the corporation’s legal home (usually where its headquarters is located); an elected domicile is the place the persons who make a contract specify as their legal homes in the contract.

 

parent corporation

A corporation that fully controls or owns another company.

 

sister corporations

Two (or more) companies with the same or mostly the same owners.

 

statutory close corporation

A closely held corporation having no more than 50 shareholders that has elected to be treated as a statutory close corporation under the relevant statutes of its state of domicile.

 

subsidiary corporation

A corporation that is owned by another corporation (the parent corporation).