LEGL 2700 Roessing Final UPDATED ACTUAL Questions
and CORRECT Answers
Members The individuals or business entities that belong to a limited liability company
Benefit Corporation a corporate form that requires directors to ensure that the corporation meets
explicit social goals in addition to producing shareholder profits
Managers A person designated and charged with day-to-day operations of a limited liability
company
Organizer The parties responsible for bringing a limited liability company into existence.
These parties correspond to the functions of incorporators with respect to
corporations
Security An investment in which the investor does not participate in management
Securities and exchange commission The federal administrative agency that regulates the securities industry
Securities act of 1933 The federal law that regulates the initial sale of securities to the public
Issuer The term in securities law for an individual or business organization offering a
security for sale to the public
Underwriter The party that, in securities law, guarantees the issuer that the securities offered
for sale will be sold
Controlling person The person who has the control of, or is controlled by, the issuer of securities in
securities laws
Seller In commercial law, a person who sells of contracts to sell goods
Closely held An organization that is owned by only a few people
Publicly held A business organization that has hundreds, if not thousands, of owners who can
exchange their ownership interests on public exchanges
Dissolution The cancellation of an agreement, thereby rescinding its binding force.
Sole proprietorship The simplest form of business organization, created and controlled by one owner
Partnership A business organization involving two or more persons agreeing to conduct a
commercial venture while sharing its profits and losses
Articles of partnership Another name for a formally drafted partnership agreement
, Assumed-name statute A state law that requires partners to make a public filing of their identities if their
partnership operates under a name that does not reveal the partners' identities
Buy and sell agreement A contract, usually among partners, but perhaps among shareholders, wherein
one party agrees to but the ownership interest held by another party or the first
party agrees to sell such an interest to the other party. These contractual
provisions help provide for a transition of owners without harming the business of
the organization
Jointly and severally liable The legal principle that makes two or more people, usually partners, liable for an
entire debt as individuals or in any proportional combination
Domestic Corporation A business organization created by the issuance of a state charter that operates in
the state that issued the charter
Foreign Corporation A business organization, created by the issuance of a state charter, that operates
in states other than the one issuing the charter
Alien Corporation A corporation created under the authority of a foreign country
Charter The legal document issued by a state when creating a new corporation
Incorporators Those individuals who are responsible for bringing a corporation into being
Articles of incorporation The legal document that forms the application for a state charter of incorporation
Shareholders The owners of corporations
Directors Those individuals who are elected by the shareholders to decide the goals and
objectives for the corporate organization
Officers Those individuals appointed by directors of a corporation to conduct that daily
operations of the corporate organization
and CORRECT Answers
Members The individuals or business entities that belong to a limited liability company
Benefit Corporation a corporate form that requires directors to ensure that the corporation meets
explicit social goals in addition to producing shareholder profits
Managers A person designated and charged with day-to-day operations of a limited liability
company
Organizer The parties responsible for bringing a limited liability company into existence.
These parties correspond to the functions of incorporators with respect to
corporations
Security An investment in which the investor does not participate in management
Securities and exchange commission The federal administrative agency that regulates the securities industry
Securities act of 1933 The federal law that regulates the initial sale of securities to the public
Issuer The term in securities law for an individual or business organization offering a
security for sale to the public
Underwriter The party that, in securities law, guarantees the issuer that the securities offered
for sale will be sold
Controlling person The person who has the control of, or is controlled by, the issuer of securities in
securities laws
Seller In commercial law, a person who sells of contracts to sell goods
Closely held An organization that is owned by only a few people
Publicly held A business organization that has hundreds, if not thousands, of owners who can
exchange their ownership interests on public exchanges
Dissolution The cancellation of an agreement, thereby rescinding its binding force.
Sole proprietorship The simplest form of business organization, created and controlled by one owner
Partnership A business organization involving two or more persons agreeing to conduct a
commercial venture while sharing its profits and losses
Articles of partnership Another name for a formally drafted partnership agreement
, Assumed-name statute A state law that requires partners to make a public filing of their identities if their
partnership operates under a name that does not reveal the partners' identities
Buy and sell agreement A contract, usually among partners, but perhaps among shareholders, wherein
one party agrees to but the ownership interest held by another party or the first
party agrees to sell such an interest to the other party. These contractual
provisions help provide for a transition of owners without harming the business of
the organization
Jointly and severally liable The legal principle that makes two or more people, usually partners, liable for an
entire debt as individuals or in any proportional combination
Domestic Corporation A business organization created by the issuance of a state charter that operates in
the state that issued the charter
Foreign Corporation A business organization, created by the issuance of a state charter, that operates
in states other than the one issuing the charter
Alien Corporation A corporation created under the authority of a foreign country
Charter The legal document issued by a state when creating a new corporation
Incorporators Those individuals who are responsible for bringing a corporation into being
Articles of incorporation The legal document that forms the application for a state charter of incorporation
Shareholders The owners of corporations
Directors Those individuals who are elected by the shareholders to decide the goals and
objectives for the corporate organization
Officers Those individuals appointed by directors of a corporation to conduct that daily
operations of the corporate organization
