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Glossary

Glossary of Corporate & Business Terms

Explore definitions for corporate, LLC, compliance, registered agent, and business filing terms.

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The accumulation of taxable earnings within a corporation. A corporation which has excess accumulated earnings can be assessed a separate tax by the IRS unless there is a justification for the buildup, such as to cover the company's repurchase liability. The purpose of this tax is to penalize those corporations which the IRS believes are limiting their dividend declaration in order to reduce the stockholders' declared income.

Obtaining control of another corporation by purchasing all or a majority of its outstanding shares, or by purchasing its assets.

An involuntary dissolution of a corporation by an act of the Secretary of State or similar state authority, caused by the corporation's failure to comply with certain statutory requirements; especially the failure to file an annual report, to pay franchise taxes or maintain a valid Registered Agent.

An advisory board of directors are individuals appointed to advise an elected board of directors. This board is not bound by the duties imposed upon elected board members, and the corporation is not required to follow their recommendations.

Anyone who is authorized to act on the behalf of another. A corporation acts only through its agents; therefore, it is important to define what actions an agent is authorized to perform.

An agent, required to be appointed by a corporation, whose authority is limited to receiving process issued against the corporation. Also known as a Registered Agent or a Resident Agent.


A doctrine of law which disregards the principle of limited liability enjoyed by a corporate entity when it is proven that, in fact, no separate identity of the individual and corporation exists.

A document issued by a state to a foreign corporation evidencing that the corporation has amended its original certificate of authority.

An addition to, deletion from, or a change of existing provisions of the articles of incorporation of a domestic corporation or articles of organization for a limited-liability company. An amendment is necessary to formally change the name of an entity or to change the capital stock structure.

A yearly meeting of shareholders at which directors are elected and other general business of the corporation is conducted.

A required annual filing in a state, usually listing directors, officers and financial information. Also, an annual statement of business and affairs furnished by a corporation to its shareholders.

An apostille is an official government authentication of a document, usually by the State Department, Justice Ministry or Foreign Ministry, which legalizes it for use in another country.

The form filed in many states to qualify a corporation to transact business as a foreign corporation.

An arm's length relationship is a term used to describe a type of business relationship a corporation should have with a close associate to avoid a conflict of interest. For example, when you negotiate with your banker or your supplier, any agreement which results will likely reflect market value and commercially reasonable terms and conditions. When you loan money to your son or daughter, you may be inclined to provide much more favorable terms and conditions. The first example would be considered to be an arm's length relationship, while the second example would not. When your corporation does business with or makes loans to corporate officers and directors, the relationship must be at arm's length to avoid conflicts of interest.

The title of the document filed in many states to create a corporation. Also known as the certificate of incorporation or corporate charter.

The title of the document filed in many states to register a limited liability company (LLC) with the state. Also known as articles of formation.

A name other than the true name, under which a corporation or other business organization conducts business. Also referred to as a fictitious name, a trade name or "doing business as" ("DBA").

A lawyer's written statement that a certain matter or particular action complies with applicable legal requirements and/or is duly authorized or binding.

The maximum number of shares that a corporation may issue pursuant to its articles of incorporation.

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