سؤال قراءة ستيب محلول — فهم التفاصيل (تدريب 5234)

(1) Corporations are organizations that are created by following statutory guidelines enacted by the state. Once incorporated, these organizations, unlike a partnership, have a separate legal existence. A corporation is sometimes referred to as an artificial person and even has some constitutional rights. Corporations can be formed for many different purposes. The two main types of corporations are business corporations and nonprofit corporations. Business corporations are formed for a business purpose-that is, to engage in a business for the purpose of making a profit that can be distributed to the owners of the corporation. A nonprofit corporation is formed to serve some public purpose-often charitable, religious: or educational. Although nonprofit corporations sometimes generate income, this income is not distributed to individual owners. It is used by the corporation for its stated purpose. Business Corporations Business Corporations (1) A business corporation is a legal entity separate from its owners. Its legal existence does not depend on the life of its owners, and the corporation is liable for its own debts and pays its own taxes. A corporation is formed by complying with statutory requirements. Business corporations come in all sizes. Some may. (2) A business corporation is a legal entity separate from its owners. Its legal existence does not depend on the life of its owners, and the corporation is liable for its own debts and pays its own taxes. A corporation is formed by complying with statutory requirements. Business corporations come in all sizes. Some may have only one owner or shareholder; others have thousands. Regardless of the size, however, certain characteristics are the same. All corporations are formed by filing a document known as articles or certificates of incorporation with the secretary of state of some state. Usually this is the state in which the business is primarily operating, but it need not be.Articles or certificates of incorporation give the corporation its legal existence. This usually very simple document describes the name and general powers of the business. Businesses can incorporate in one state and do business as a corporation in other states. There may be documents they must file in these states to qualify to do business, but they need to incorporate in only one state. When a corporation does this, it is said to be qualified as a foreign corporation. A foreign corporation is one that does business within a state but is not incorporated within that state. (3) Corporations are governed by a set of rules or policies known as bylaws. Bylaws are the internal regulations for the corporation. They describe such things as the powers of the corporation and the duties and responsibilities of the directors and officers. Bylaws are kept at the corporate office; they are not filed with any government agency. (4) Three groups play an important role in all corporations: shareholders, directors, and officers. Shareholders are the owners of the business. They usually have invested money, property, or services in the business and in return they share in profits that the business makes. Profits are usually distributed to the shareholders in the form of dividends. When shareholders invest in the business, they purchase a security. Even though shareholders are the owners of the business, unlike other forms of business, these owners do not directly manage and operate the business. Their power is usually limited to electing the directors, although they do have the right to approve certain types of business decisions made by the directors. Shareholders are usually required to meet at least once a year and hold a regular meeting. Minutes of these meetings are prepared. (5) Directors or the board of directors have general management power over the corporation. They are responsible for setting general business policies. Directors are sometimes also shareholders. This is especially true of corporations that have only a few shareholders. Like shareholders, the directors are required to hold a regular meeting at least once a year. They are also allowed to hold special meetings whenever necessary. Written minutes are always kept. Directors are not responsible for the day-to-day operation of the business; day-to-day management is the responsibility of the officers of the corporation. The officers are chosen by the directors. (6) Corporations have various officers. The traditional officers are president, vice president, secretary, and treasurer. Today the president and treasurer are usually referred to as the chief executive officer CEO) and the chief financial officer CFO), respectively. In smaller corporations, the officers of the corporation are also shareholders and directors. (7) Directors and officers of corporations owe legal duties to the corporations they represent. However, courts recognize that if directors and officers are constantly threatened with lawsuits whenever a business suffers a loss, business will be seriously hindered. In assessing whether directors or officers have breached their duties and are liable for corporate losses, the courts have adopted an «independent business judgment» rule. Under this rule a court will not second-guess the business judgment of directors or officers absent some extraordinary situations. The rule creates a presumption that the directors or officers have not violated their legal duties. This presumption, however, can be overcome if a party can show that the director or officer did not act in good faith or that there is no rational explanation for the questionable action. What are the two main types of corporations?