Annual report: A required annual filing in a state, usually listing directors, officers and the past years financial information. Can also refer to an annual report of business activity over the past year to be given by a corporation to its shareholders.

Annual return: A form which is completed every year by a company and filed with the Registrar of Companies, containing information on such matters as the company’s registered office address, share capital, directors, shareholders and registered charges.

Articles of incorporation: The articles of incorporation are what make up the Certificate of Incorporation. Article one is normally the name of the company, etc. Also known as the corporate charter.

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

Audit: The examination of a set of financial statements by a professional auditor before they are presented to the company’s shareholders or filed with any statutory authorities.

Authorized shares: The number of shares, in total, that a corporation is able to issue, as indicated in the Certificate of Incorporation


Bearer shares:The examination of a set of financial statements by a professional auditor before they are presented to the company’s shareholders or filed with any statutory authorities.

Beneficial Owner: The person who is the ultimate legal owner of a company’s shares, where such shares are not registered directly in that person’s name but instead in the name of a nominee shareholder

Beneficiary: A person who is entitled to receive distributions of income or capital from a trust, in accordance with the provisions of the trust deed.

Board of directors: The governing body of a corporation who is elected by shareholders. The directors are responsible for making the decisions for the corporation, selecting the officers and handling supervision and general control of the corporation.

Bylaws: The basic rules and regulations for the conduct of the corporation's business and affairs. May be subject to statutory law and the articles of incorporation.


Certificate of good standing: A certificate issued by the state office a company is incorporated in, which confirms that the company is in good standing with their office and all franchise taxes and fees are paid to date. The date of incorporation and date last franchise taxes were paid may also be shown. Also known as a certificate of existence or certificate of authorization.

Certificate of incorporation: The title of the document filed in many states to create a corporation. Also referred to as the articles of incorporation or corporate charter

Common shares: A general class of shares most commonly used for small or general corporations.

Company secretary: The officer of a company who is responsible for maintaining certain official records, such as information relating to the company’s share capital, directors and shareholders and for communicating with statutory bodies, such as the Registrar of Companies.

Corporate kit: binder that contains basic record keeping material for the corporation. Normally includes hand press corporate seal, minutes and bylaws, stock certificates (or membership certificates) and ledger for recording sales of stock/membership certificates

Corporate seal: A hand press metal seal which creates a raised imprint on paper. The seal is sometimes required by the bank when opening a corporate account, and is often affixed to the signature of an officer of the corporation, when signing legal documents, contracts, etc

Corporation: An artificial entity created under and governed by the laws of the state of incorporation.


Directors: The individuals who, acting as a group known as the board of directors, manage the business and affairs of a corporation. Directors normally make the decisions for the corporation, and officers carry out the duties of the corporation


Fiduciary: A person who has been given the power to deal with another person’s assets or affairs, in whose best interests he has a duty to act at all times. In particular, the fiduciary may not abuse his position in such a way as to achieve personal gain or profit for himself.
Foreign Corporation: A term applied to a corporation doing business in a state other than its state of incorporation. Formal registration is normally required by each state the corporation does business in, outside of the state of incorporation.

Franchise tax: An annual fee usually levied annually upon a corporation, limited liability company or similar business entity for the right to exist or do business in a particular state. Failure to pay the franchise tax or similar fees by a required deadline may result in the administration dissolution of the company and forfeiture of the charter. This term refers to an annual fee, NOT that the corporation itself is a franchise.


Incorporation: The filing of documents with the Secretary of State's office to create a new business entity.

Incorporator: The person(s) who prepares the certificate of incorporation for filing with the State office. The duties of the incorporator are normally limited to the filing of the document, and end, as soon as the filing is made.


Limited Liability Company (LLC): A type of corporate filing providing similar benefits to and Incorporation. Limited liability companies are generally able to provide the limited personal liability of corporations and the pass-through taxation of partnerships or S corporations


Majority: More than 50 percent; commonly used as the percentage of votes required approving decisions for the corporation

Management: The board of directors and executive officers of a corporation, limited liability company or similar business entity.

Managers: The individuals who are responsible for the maintenance, administration and management of the affairs of a limited liability company (LLC). In most states, the managers serve a particular term and report to and serve at the discretion of the members. Specific duties of the managers may be detailed in the articles of organization or the operating agreement of the LLC. In some states, the members of an LLC may also serve as the managers.

Members: The owner(s) of a limited liability company (LLC). Unless the articles of organization or operating agreement provide otherwise, management of an LLC is vested in the members in proportion to their ownership interest in the company.

Membership certificates: Similar to stock certificates, they act as evidence of ownership of and membership in a limited liability company or non-stock/non-profit corporation

Minutes: The corporate minutes are the written record of transactions taken or authorized by the board of directors or shareholders. These are usually kept in the corporate minute book in diary fashion.


Name registration: The corporate minutes are the "official" written record of transactions taken or authorized by the board of directors or shareholders. These are normally kept in the corporate minute book.

Name reservation: Most states allow a name to be checked for availability prior to the filing of incorporation or foreign corporation paperwork, and if it is available, reserve it for a certain period of time for a small fee.
Nominee: A person who holds assets on behalf of another person, called the beneficial owner. A company may also act as nominee.

Nominee Director: A term of no legal standing, often used to describe the appointment of a person as director of a company, whose business simply is to accept such appointments in exchange for a fee and who typically takes a superficial interest in the company’s business activities.
Nominee Shareholder: A company or person who appears as the registered shareholder in a company but who holds the shares on behalf of another person, normally undisclosed, who is called the beneficial owner.
No par value shares: Shares which do not have a minimum selling price (or par value) assigned. The shares may be sold for any amount that someone is willing to pay for them.

Not-for-profit Corporation: A not-for-profit corporation (also knows as a non-profit corporation) is generally organized for some socially beneficial purpose, rather than for the direct monetary benefit of the directors or members. Not all not-for-profit corporations are tax exempt and some make a profit. (See Tax Exempt Organization


Officers: Individuals appointed by the board of directors who are responsible for carrying out the duties of the corporation.

Operating Agreement: A contract among the members of a limited liability company governing the membership, management, operation and distribution of income of the company.

Organizational meetings: The initial meeting(s) of incorporators or initial directors that are held after the filing of the articles of incorporation to complete the organization of the corporation.

Organizer: The person(s) who perform the act of preparing and filing the paperwork which forms a limited liability company. The duties of the Organizer normally end, after the paperwork is filed with the state office


Par value: The minimum selling price assigned to a share of stock. The share of stock may be sold for MORE than the par value, but NOT less than the par value


Registered Agent: The Registered Agent is the person named in the Certificate of Incorporation/Formation who is the official contact for the corporation. The Registered Agent is responsible for receiving Service of Process and other official mail on behalf of the corporation/LLC and is the Corporation's point of contact for the Secretary of State's office.

Registered Office: The "official address" of the corporation. In states requiring the appointment of a Registered Agent, it is usually the address of the Registered Agent. The registered office address is included in the Certificate of Incorporation/Formation and is part of the public record

Registrar of Companies: The government officer who has the power to incorporate companies and the responsibility to maintain information on all companies registered in the jurisdiction concerned and to make such information available to the public.


Shareholders: Shareholders are individuals or entities that have paid for or been given shares of a corporation. They are considered the owners of the corporation based on the percentage of shares they own. Also known as stockholders.

Stock: Stock represents ownership in a corporation. It may be represented by a certificate and can be common or preferred, voting or non-voting, redeemable, convertible, etc... The classifications and special designations, if any, of the stock are set forth in the articles of incorporation.


Tax-exempt organization: Any organization that is determined (through the filing of 501-C-3 paperwork) by the Internal Revenue Service to be exempt from federal taxation of income. A tax-exempt company is normally required to operate exclusively for charitable, religious, literary, educational or similar types of purposes.

Trustee: The person who holds the assets belonging to a trust and who is responsible for the administration of these assets for the benefit of the trust’s beneficiaries, in accordance with the directions given by the settler upon creation of the trust.


Voluntary dissolution: The decision by shareholders, incorporators or initial directors to formally dissolve a corporation with the Secretary of State's office.