| A | B |
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| annual meeting | The meeting of stockholders each year called to elect officers and directors, to ratify actions of officers and directors and to vote on corporate matters which come before it. |
| annual report | A report for stockholders and other interested parties prepared by corporation once a year. |
| articles of incorporation | The basic instrument filed with the appropriate government agency to form a corporation. |
| assumed business name | A name other than its own by which a corporation or entity does business; also known as a fictitious name. |
| blue sky laws | State laws enacted to protect the public against securities and mutual fund fraud. |
| board of directors | Governing body of a corporation elected by the shareholders. |
| bylaws | Rules or laws adopted by an association or corporation to govern its actions. |
| close corporation | A corporation whose shares are held by a single shareholder or a closely knit group of shareholders. |
| corporation | A legal entity created by authority of the laws of a state or nation. |
| dba or aka | Doing business as or also known as. |
| dissolution | Termination; the process of dissolving or winding up a business. |
| domestic corporation | Corporation created or organized in the state in which it does business. |
| dormant partner | Either known or unknown partner who takes no active part in the business. |
| EIN (IRS Form SS-4) | A nine-digit number that the IRS assigns to business entities; known as Employer Identification Number or Federal Tax Identification Number. |
| fiduciary | A person or institution who manages money or property of another and who must exercise a standard of care imposed by law. |
| foreign corporation | A corporation that does business in a state or country other than the state or country in which it was created. |
| general partnership | A partnership in which the parties carry on their trade or business for the joint benefit and profit of all parties. |
| incorporation | The act or process of forming a corporation. |
| insider | With respect to federal regulation of purchase and sale of securities, refers to anyone who has knowledge of facts not available to the general public. |
| joint and several liability | Liability arising from a contract or from a tort that applies to the responsible persons either separately (severally) or in combination (jointly), at the injured person's option. |
| joint venture | A legal entity in the nature of a partnership engaged in a joint undertaking of a commercial enterprise. |
| limited liability company (LLC) | A business entity that gives advantages of limited liability to equity owners and control persons. |
| limited liability partnership (LLP) | A limited partnership which has elected to be treated as a limited liability partnership. |
| limited liability limited partnership (LLLP) | A limited partnership which has elected to be treated as a limited liability partnership in addition to being a limited partnership. |
| limited partnership (LP) | A partnership consisting of one or more general partners who conduct the business and one or more special partners who contribute cash payments as capital and are not liable for the debts of the partnership. |
| merger | The fusion or absorption of one thing or right into another. |
| minute book | A book that contains the articles of incorporation, bylaws, minutes of the meetings of shareholders and directors, and other pertinent corporate documents such as minutes, stock certificate ledger |
| nominal partner | One whose name appears in connection with the business as a member of the firm but who has no real interest in the business. |
| officer | A person selected by the board of directors such as the president, vice-president, treasurer, or secretary, whose main duties are to oversee the efficient operation of the business. |
| organizational meeting | A meeting of shareholders, incorporators, or directors usually held as part of the incorporation process to handle routine matters necessary for the corporation to commence business. |
| partnership | A voluntary contract between two or more persons or entities to place their money, property, labor, and skill in lawful commerce or a business, and to have a proportional share in the profits and losses. |
| piercing the corporate veil | Judicial process whereby court will disregard usual immunity of corporate officers or entities from liability for wrongful corporate activities. |
| preemptive right | The original shareholders are given the first option to buy enough of additional issued shares to maintain their proportionate share of ownership. |
| professional corporation (PC) | A business corporation formed for the purposes of professional practice whose incorporators or shareholders can only be one or more natural persons, each of whom is licensed to practice his profession. |
| proxy | The instrument authorizing one person to represent, act, and vote for another at a shareholders’ meeting of a corporation. |
| quorum | A majority of the entire body of directors or shareholders; the number of members who must be present to conduct business. |
| SEC (Securities and Exchange Commission) | The federal agency which monitors the securities industries. |
| share certificate | The certificate issued by a corporation or joint stock company which evidences that the named person is the owner of a designated number of shares of stock; also known as a stock certificate |
| shareholder | A person or entity who owns shares in a corporation and therefore indirectly owns the corporation. |
| sole proprietorship | A business owned and operated by a person who is solely responsible for its day-to-day operation. |
| stock book | A continuing record of the stock ownership of a corporation. |
| trade name | That name which is used by manufacturers, industrialists, and merchants to identify their businesses, which actually symbolizes reputation of business. |
| subscription agreement | A document in which prospective shareholders agree to buy a certain number of shares |
| winding up or winding down | Process of settling the accounts and liquidating the assets of a partnership or corporation, for the purpose of making distribution of net assets to shareholders or partners and dissolving the concern. |
| UBI | State-issued Uniform Business Identifier |
