Definition of Domestic Corporation:

A corporation in its state of incorporation.

Definition of Doing Business As (DBA):

A DBA allows a business to “do business” under a name that differs from its legal name.  A DBA is obtained by making required filings with state or local governmental agencies.  A DBA is also commonly referred to as an “assumed name.”

Definition of Dividend:

A distribution to stockholders of cash or property paid by the corporation out of the corporation’s profits. The payment of dividends typically occurs only with the approval of the corporation’s Board of Directors.  Dividend payments are subject to double taxation, unless the corporation is an “S Corporation”.

Definition of Dissolution:

“Dissolution” is the legal term describing the termination of a corporation’s or LLC’s (or other type of business entity) legal existence. Dissolution may occur voluntarily or involuntarily.  Voluntary dissolution may occur when the entity files a certificate of dissolution with the Secretary of State in the entity’s state of formation.  Involuntary dissolution may occur when a company fails to file annual reports or pay certain taxes.

Definition of Directors:

Directors of a corporation serve on the “Board” and are responsible for oversight of the corporation’s business and affairs. The Board of Directors are elected by the corporation’s stockholders, and, among other things, appoint the corporation’s officers, including its Chief Executive Officer.  Typically, the CEO reports to the Board of Directors, and other officers (such as the Chief Financial Officer, Treasurer and Secretary), in turn, report to the CEO. Directors typically set policy for the corporation, approve annual budgets, approve strategies, approve the issuance of stock, the issuance of stock options to employees, hire and set the compensation of the CEO, approve the raising of capital and acquisitions and divestitures.

Definition of Corporation:

A corporation is the most popular form of legal entity in the United States.  Qualities of a corporation include:

• Limitation of liability/Protection of personal assets. The owners of a corporation are called stockholders.  Stockholders are generally shielded from the debts and obligations of the corporation. Creditors are generally only able to pursue claims against the business and its assets, and not against the stockholders.
• Transferable ownership. Ownership of a corporation is in the form of stock. stockholders own shares of stock. Generally, a stockholder may transfer shares of stock to another party, without complex legal requirements and without affecting the legal structure of the corporation.
• Taxation. Profits of a corporation are taxed at two levels (i.e., double taxation) – first at the corporate level and then when profits are distributed to stockholders, the stockholder then pays a tax on the distributed profits. Stockholders of corporations formed in the United States may also be permitted to elect to make an “S Corporation” election. See “S Corporations” which provide an exception to the double taxation of corporations.
• Raising funds through sale of stock. Capital from investors can be raised for corporations easily through the sale of stock.
• Perpetual Existence. A corporation typically survives perpetually (until voluntarily or statutorily/administratively dissolved). A corporation’s existence does not end upon the death of stockholders, directors, or officers of the corporation.

Definition of Corporate Kit:

A Corporate Kit is a binder used to maintain your company’s important records.  A Corporate Kit contains important documents to be used for the continued legal compliance of a corporation.  In order to benefit from the “limited liability” features of a corporation, LLC or other limited liability entity, “corporate formalities” must be followed.  These include holding initial and annual meetings of directors and stockholders, adopting bylaws, and issuing shares of stock.

A Corporate Kit includes:

• A binder, customized to include your company’s name
• A corporate seal for your company
• Stock certificates printed with your company’s name
• A stock transfer ledger to keep accurate records of stock issuances and transfers
• Sample bylaws

Definition of Common Stock:

The primary form of capital stock of a corporation. Common Stock generally carries certain rights, such as the right to vote for the election of members of the Board of Directors and the right to receive dividends.

Definition of Capital Stock:

The equity interests of a corporation (typically includes common stock, and in certain cases preferred stock).

Definition of Bylaws:

Bylaws are the rules and regulations adopted by a corporation for its internal governance. Bylaws typically include provisions relating to stockholders; the frequency, date and time, location and requirements for calling stockholder meetings; the election, resignation and removal of members of the Board of Directors; and frequency, date and time, location, and requirements for calling Board of Directors meetings; the appointment of officers; the issuance of capital stock; and other general corporate matters.