Ø Agent for Service of Process – One
who is authorized to accept papers in case of a lawsuit against the
corporation. The agent may be an individual who is an offer or director of the
corporation, any other person, or another corporation. The agent must be a
resident of or have an office in the State of California.
Ø Annual Meeting of Directors – The meeting
designated in the bylaws for the election of officers, setting of salaries,
etc.
Ø Articles of Incorporation – The instrument
by which a corporation is formed and organized under general corporation laws.
Ø Board of Directors – The
governing body of the corporation elected by the shareholders to set company
policy and appoint the operating officers.
Ø Bylaws –
Rules adopted by the corporation that govern the actions of the corporation.
Ø Certificate of Amendment of Articles of
Incorporation – A document filed with the Office of the
Secretary of State setting forth an amendment to the Articles of Incorporation.
Ø Certificate of Dissolution – A document
filed with the Office of the Secretary of State showing evidence of the
dissolution of a corporation.
Ø Commissioner of Corporations – The
commissioner of corporation regulates and approves the purchase and sale of
corporate securities.
Ø Certificate of Election to Wind up and
Dissolve – An election by the shareholders to dissolve the
corporation.
Ø Corporation – A legal
entity created under the authority of the laws of a state, having an existence
separate and distinct from its officers, directors and shareholders, of whom it
is composed.
Ø Defunct Corporation – A corporation
which has ceased to function, but has not gone through a formal process to wind
up and dissolve.
Ø Director – One
who has been elected or appointed to the board of directors to manage and
direct the affairs of the corporations.
Ø Dividends –
Corporate profits distributed to shareholders.
Ø Domestic Corporation – A corporation
doing business in the state in which it was formed.
Ø Fictitious Business Name Statement – A statement
filed with the county clerk and published in the county in which the principal
place of business is located setting forth the fictitious name under which an
individual, corporation or partnership is doing business.
Ø Foreign Corporation – A corporation
doing business in a state other than the one in which it was formed.
Ø Incorporate – The
act or process of forming a corporation.
Ø Incorporator –
Each person signing the Articles of Incorporation.
Ø Legend Condition – A restriction
printed on the face of a share of a corporation, describing limited transferability
as imposed by the commissioner of corporations, by law, or by the bylaws of the
corporations.
Ø Minutes – The
record of the business transacted at a meeting.
Ø Minute book –
Book of minutes kept by the secretary of the corporation.
Ø Nonprofit Corporation – A corporation
organized for purposes other than monetary gain of its members, e.g.,
religious, social, or charitable purposes.
Ø Office of the Secretary of State,
Division of Corporations – This office files Articles of
Incorporation and keeps records as to the status of domestic and foreign
corporation.
Ø Officers –
Persons elected by the board of directors who manage the day-to-day operations
of the corporation.
Ø Professional Corporation – A private
corporation comprised of a group of professional such as attorneys, doctors
dentist, or accountants, who practice their profession in corporate form as
opposed to an individual partnership.
Ø Share/Stock – A part
or define portion of the ownership interest in a corporation.
Ø Shareholder/Stockholder – A person
who owns shares of stock in a corporation.
Ø Statement of Information – A statement
filed annually with the Secretary of state setting forth the principal place of
business of the corporation, names and addresses of the officers and directors,
the designated agent for service of process and the principal business activity
of the corporation.
