Form C-Corp Key Terms

Use form C-Corp key terms to protect assets and limit business liability

When forming a C-Corp company, you are creating a separate legal entity. The C-Corp has limited liability for its shareholders, the ability to buy and sell or transfer property, to file lawsuits or conduct business transactions. A C-Corp is also able to continue doing business if an owner dies or during a transfer of interests. To understand the basic concepts regarding a C-Corp, it's best to start with a few key terms. You can then build further expertise from these terms and help your company protect assets and limit business liability.

Certificate of Good Standing

A certificate of good standing is requested from and presented by the state and authorizes the corporation to do business. The certificate says the corporation officially exists, can conduct business and has up-to-date taxes, fees and reports.

Common and authorized stock

Common stock is the basic stock that gives shareholders a participation in the corporation's management and a share of dividends. Authorized shares or stock refers to the total number of common stock or shares a corporation can issue as stated in the corporation's articles of incorporation. You need not issue all stock or shares.

Articles of Incorporation

Another name for the Articles of Incorporation is the Certificate of Incorporation or a corporate charter. These are the key legal documentation of a corporation and you file them with the state government in which the corporation wants to work. Once filed, the corporation officially exists.

Assumed or Fictitious Name (DBA)

An assumed name or a fictitious name is a name a corporation conducts business under that is not the legal corporate name exactly as it appears in the articles of incorporation. Another phrase for these names is Doing Business As (DBA) names. These names may also be required to file with the city, county or state level, so check your state's requirements.
Business.gov gives a list of all state requirements for doing business with a fictitious name.

Board of Directors

Elected by the shareholders of the corporation, the board of directors is the governing body. The board is responsible for controlling the corporation. Part of this is selecting the right corporate officers, regulating their roles within the company, and deciding upon the bylaws or rules which the corporation is governed by.
Free Management Library offers a free toolkit for boards of director information.

Registered Agent/Registered Office

The registered office and registered agent appear in the articles of incorporation or corporate charter. The office is where the agent is, not the location of the business. The agent is the person who will receive and process any official documents coming to the corporation. The agent must be located in the state of incorporation or organization.
National Registered Agents is a company that acts as an official registered agent for any corporation.

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