Glossary of most frequent business formation terms

A B C D E F G H I J L M N O P Q R S T U V W

-M-

Majority

Management

Managers

Member

Merger

Minutes

Minute Book

 

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Majority

With respect to shareholder and director voting, more than 50 percent, commonly used as the percentage of votes required to approve certain corporate actions.

 

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). The actions of the managers are very similar to the board of directors of a corporation. In order for an LLC to be controlled by managers, this fact must be noted in the articles of organization. In most states, the managers serve a particular term and report to and serve at the discretion of the members. In some states, the members of an LLC may also serve as the managers.

 

Member

The owner(s) of a limited liability company (LLC). Management of an LLC is conceded to the members in proportion to their ownership interest in the company, unless the articles of organization or operating agreement provide that a manager or managers will control the LLC.

 

Merger

The statutory combining of two or more entities into one, through a purchase acquisition or a pooling of interests. Differs from a consolidation in that no new entity is created from a merger: the dominant unit absorbs the passive ones and continues operation usually under the same name. The firm's activity in this respect is sometimes called M&A (Merger and Acquisition)

 

Minutes

Official record of the events of a corporation, typically including all the events taking place at both shareholders’ meetings and board of directors’ meetings. Organizational minutes allow for the issuance of shares to shareholders, appoint directors and officers and approve the by-laws of the corporation. These records are usually kept in the corporations’ record book. Also called Organizational minutes or Corporate Minutes.

 

Minute Book

A binder or book containing corporate records, documents, registers and resolutions of the corporation.  All corporations must maintain an up-to-date minute book pursuant to statute.