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

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Record date

Redeemable shares

Registered Agent

Registered Office

Reinstatement

Resolution

Retained Earnings

Revised Model Business Corporation Act

 

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Record date

The date for determining the shareholders entitled to vote at a meeting, receive declared dividends, capital gains distribution dividends, or participate in any corporate action. Also called date of record.

 

Redeemable shares

Shares that may be redeemed at the option of the issuer and/or the shareholder. They are subject to purchase by the corporation on terms set forth in the articles of incorporation.

 

Registered Agent

A person or entity, required to be appointed by a corporation, and authorized to receive service of process on the corporation and important tax and legal documents on behalf of the corporation. The Registered Agent must be named in the articles of incorporation and must be located and available at a legal address within the state of incorporation or organization. Failure to maintain a Registered Agent in the jurisdiction in which the corporation is registered, may result the condemnation of the corporate status. Also known as a Resident Agent or Agent for service of process.

 

Registered Office

The official address of a corporation, named in the articles of incorporation, to which all corporate documents are sent. The address of the registered office does not have to be the actual place of business but it usually cannot be a post office box. In states requiring the appointment of a Registered Agent, it is usually the address of the Registered Agent.

 

Reinstatement

Returning a corporation that has been administratively dissolved or had its certificate of authority revoked, to good standing on a state's records.

 

Resolution

A formal statement of a decision of any item of business that has been voted upon, reached by either the shareholders or directors of a corporation.  A resolution may be written if all parties agree and sign it, or it may be made orally in a meeting on the basis of a number of votes cast and then recorded in the meeting's minutes.  An ordinary resolution is one passes by a majority of votes, and a special resolution is one passed by a majority of a minimum two thirds of the votes cast.

Resolution can also describe an official document representing an action on the part of the board of directors of a corporation.

 

Retained Earnings

Net profits kept in the company that accumulates as additional equity in the business after dividends are paid to stockholders. They can be reinvested in the core business or used to pay off debt. Also called Earned Surplus, Undistributed Earnings or Accumulated earnings.

 

Revised Model Business Corporation Act

A model corporation statute compiled by the American Bar Association that has been adopted in whole or in part by, or has influenced the statutes of many states.