c Archives - IncNow https://www.incnow.com/glossary/ Delaware LLC Incorporation Services Wed, 31 May 2023 16:44:31 +0000 en-US hourly 1 https://wordpress.org/?v=6.8.2 Creditor https://www.incnow.com/glossary/creditor/ Sat, 19 Oct 2013 01:13:40 +0000 http://www.incnow.com/?post_type=glossary&p=768 A person or company to which a financial obligation is owed by a debtor. Creditors can be secured or unsecured by particular collateral. Creditors can take different priorities, and can include groups as diverse as a business’ employees, owners, vendors, lenders, third-party victims of accidents (tort creditors), customers, people who have one judgments in court […]

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]]> A person or company to which a financial obligation is owed by a debtor. Creditors can be secured or unsecured by particular collateral. Creditors can take different priorities, and can include groups as diverse as a business’ employees, owners, vendors, lenders, third-party victims of accidents (tort creditors), customers, people who have one judgments in court (judgment creditors).

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]]> Court of Chancery https://www.incnow.com/glossary/court-chancery/ Sat, 19 Oct 2013 01:13:07 +0000 http://www.incnow.com/?post_type=glossary&p=769 A court which has jurisdiction over internal affairs for corporations related to equity and injunctive relief. Most business cases in Delaware are decided by this court, which has a reputation for fairness and competence unparalleled in the United States. Expedited remedies are available and none of the cases are subject to juries.

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]]> A court which has jurisdiction over internal affairs for corporations related to equity and injunctive relief. Most business cases in Delaware are decided by this court, which has a reputation for fairness and competence unparalleled in the United States. Expedited remedies are available and none of the cases are subject to juries.

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]]> Correction https://www.incnow.com/glossary/correction/ Sat, 19 Oct 2013 01:12:28 +0000 http://www.incnow.com/?post_type=glossary&p=766 A certificate filed with the Secretary of State to indicate that a mistake was made when an earlier document was filed. A Certificate of Correction cannot be backdated, but it does reference an earlier filed document. Many things can be “fixed” by a Certificate of Correction, for example the certificate setting forth the wrong amount […]

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]]> A certificate filed with the Secretary of State to indicate that a mistake was made when an earlier document was filed. A Certificate of Correction cannot be backdated, but it does reference an earlier filed document. Many things can be “fixed” by a Certificate of Correction, for example the certificate setting forth the wrong amount of stock, the wrong name of the company, the wrong manager, or almost anything else previously filed as a Certificate of Formation/Incorporation or amendments thereto. This should be distinguished from a Certificate of Amendment, which can “fix things” from that point forward, but a Certificate of Amendment does not state the reason for the change was an earlier mistake.

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]]> Corporation https://www.incnow.com/glossary/corporation/ Sat, 19 Oct 2013 01:11:43 +0000 http://www.incnow.com/?post_type=glossary&p=764 A legal entity established by filing a Certificate of Incorporation. It is allowed to borrow money and enter into contracts separate and independent of its stockholders. Stockholders receive distributions and elect directors who run the company through officers (at-will employees) that conduct the day-to-day activities. The stockholders are protected by a “corporate veil” that prevents […]

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]]> A legal entity established by filing a Certificate of Incorporation. It is allowed to borrow money and enter into contracts separate and independent of its stockholders. Stockholders receive distributions and elect directors who run the company through officers (at-will employees) that conduct the day-to-day activities. The stockholders are protected by a “corporate veil” that prevents debts against the corporation from being enforced against individual stockholders in their capacity as stockholders; this is known as “Limited Liability”. The laws in the state of formation govern the internal affairs of the corporation. The rules governing corporations require certain formalities be followed so as to comply with local laws. These include annual meetings, among others.

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]]> Corporate Veil https://www.incnow.com/glossary/corporate-veil/ Sat, 19 Oct 2013 01:10:48 +0000 http://www.incnow.com/?post_type=glossary&p=762 The liability protection for LLCs and corporations, where individual owners are not personally liable to creditors of their business.

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]]> The liability protection for LLCs and corporations, where individual owners are not personally liable to creditors of their business.

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]]> Corporate Seal https://www.incnow.com/glossary/corporate-seal/ Sat, 19 Oct 2013 00:52:12 +0000 http://www.incnow.com/?post_type=glossary&p=760 A hand-held “raised seal” that is used to imprint or emboss the corporate name, the year of formation and the state of formation. Although, this stamp is no longer required by law, many corporations choose to still use this, and can provide a Corporate Seal. Sometimes this is requested by banks or other parties to […]

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]]> A hand-held “raised seal” that is used to imprint or emboss the corporate name, the year of formation and the state of formation. Although, this stamp is no longer required by law, many corporations choose to still use this, and can provide a Corporate Seal. Sometimes this is requested by banks or other parties to a contract.

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]]> Corporate Resolution https://www.incnow.com/glossary/corporate-resolution/ Tue, 08 Oct 2013 17:10:06 +0000 http://www.incnow.com/?post_type=glossary&p=680 A formalized statement that has been voted upon by the corporate directors and/or stockholders at a meeting or by unanimous written consent outside a meeting, typically authorizing a specific corporate action. These typically have recitals of background facts to explain the context for the decision followed by “it is hereby resolved that …” after the […]

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]]> A formalized statement that has been voted upon by the corporate directors and/or stockholders at a meeting or by unanimous written consent outside a meeting, typically authorizing a specific corporate action. These typically have recitals of background facts to explain the context for the decision followed by “it is hereby resolved that …” after the resolutions, which continue with “further resolved that…” the corporate secretary attests to this written record and should keep a copy in the corporate minute book.

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]]> Corporate Kit https://www.incnow.com/glossary/corporate-kit/ Tue, 08 Oct 2013 17:09:22 +0000 http://www.incnow.com/?post_type=glossary&p=678 A 3 ring, slip-cover vinyl binder that holds materials with regards to the corporate governance history of a corporation or LLC. Such documents can include, but are not limited to: company Minutes, Bylaws, Corporate Seal, stock certificates, and stock record.

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]]> A 3 ring, slip-cover vinyl binder that holds materials with regards to the corporate governance history of a corporation or LLC. Such documents can include, but are not limited to: company Minutes, Bylaws, Corporate Seal, stock certificates, and stock record.

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]]> Copyright https://www.incnow.com/glossary/copyright/ Tue, 08 Oct 2013 15:00:35 +0000 http://www.incnow.com/?post_type=glossary&p=676 A U.S. Copyright is a form of intellectual property that protects original authorship of tangible forms of expression, such as music, books, artwork, and computer software for a limited duration. Copyright exists the moment a work is created, although original works can be registered with the United States Copyright Office, part of the Library of […]

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]]> A U.S. Copyright is a form of intellectual property that protects original authorship of tangible forms of expression, such as music, books, artwork, and computer software for a limited duration. Copyright exists the moment a work is created, although original works can be registered with the United States Copyright Office, part of the Library of Congress, to shift the burden of proof to the infringing party, should a copyright violation arise.

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]]> Conversion https://www.incnow.com/glossary/conversion/ Tue, 08 Oct 2013 14:59:43 +0000 http://www.incnow.com/?post_type=glossary&p=674 A conversion is when a corporation changes to an LLC, or an LLC changes to a corporation. This is done by filing certain documents (Certificate of Conversion or Articles of Conversion) with the state, depending on the state and which business entity is being converted to. A Certificate of Conversion is often used like a […]

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]]> A conversion is when a corporation changes to an LLC, or an LLC changes to a corporation. This is done by filing certain documents (Certificate of Conversion or Articles of Conversion) with the state, depending on the state and which business entity is being converted to. A Certificate of Conversion is often used like a short-form merger. Historically the out of state entity would have to form a new company in the state it wanted to move its domicile and then convert into it. Reincorporating and transferring assets would not work because that would result in a new entity and the history would be lost. A conversion preserves the ongoing operations. If leaving a state and moving a corporate domicile to Delaware to take advantage of the laws in Delaware, it is also important to file a document with the first state of incorporation to let them know the company has moved and to where it has moved and the new name of the company. If a company moves its domicile from one country to anther it is called a domestication.

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