Definition: Encompasses the law governing contracts, sales, commercial paper, agency and employment law, business organizations, and property.
Dispute Resolution Areas of Practice
Click on the Areas of Practice below for definitions.
Articles of Incorporation
Definition: The basic charter of a corporation which spells out the name, basic purpose, incorporators, amount and types of stock which may be issued, and any special characteristics of the corporation. Articles must be signed by the incorporating person. A corporation’s existence begins when its articles of incorporation are filed with the Missouri Secretary of State.
Articles of Organization
Definition: A document filed with the state to form a limited liability company, or L.L.C.
By Laws
Definition: The written rules for governing the operation of a corporation or organization.
Contract
Definition: An agreement between two or more parties that creates in each party a duty to do or not do something and a right to performance of the other’s duty or a remedy for the breach of the other’s duty.
C Corporation
Definition: A corporation with profits taxed separately from its owners. The name derives from subchapter C of the Internal Revenue Code which governs the taxation of this type of corporation. C- corporations do not have limitations on the number of shareholders. All publically traded corporations are C- Corporations. A C corporation differs from an S corporation, whose profits are passed through to shareholders and taxed at the personal rates of the shareholders. S corporations have limits on the numbers and types of shareholders.
Corporation
Definition: A body that is granted a charter recognizing it as a separate legal entity having its own rights, privileges, and liabilities distinct from those of its members.
Covenant Not to Compete
Definition: A provision in a contract in which one party agrees not to conduct a certain type of business for a specified time period in a certain geographic area. These provisions are common in employment agreements, franchise agreements and contracts for the sale of businesses.
Director
Definition: A member of the governing board of a corporation or association elected by the shareholders or members.
Doing Business As (d/b/a)
Definition: abbreviated d/b/a or d.b.a., an alias: A name under which a business is conducted that is not the legal name of the person or persons who actually own and are responsible for it.
Fictitious Name
Definition: A name under which a person conducts business other than his or her true or legal name. Missouri law requires any person or business entity who transacts business in the state under a name other than their own “true name” to register that business name with the Secretary of State. For a sole proprietorship, a business name is generally considered “fictitious” unless it contains the first and last name of the owner.
Fiduciary
Definition: A person who has the power and obligation to act for another under circumstances which require total trust, good faith and honesty.
Franchise
Definition: A written or oral arrangement in which a person grants to another person a license to operate a business, use a trade name, trademark, service mark, or related characteristic for a definite or indefinite period.
Limited Liability Company (LLC)
Definition: A limited liability company (LLC) is not a corporation, partnership or trust; but has corporate-like liability protection for the owners and partnership-like flexibility in capital and management structure. Members of the company can be actively involved in the management and operation of the business, but they are personally shielded from company debts and liabilities. Limited liability companies are relatively easy to organize and maintain. In Missouri, a limited liability company can conduct any business activity. Business owners use this type of organization because it can combine the liability protection of corporations with the flexibility and tax advantages of partnerships.
Limited Partnership
Definition: Limited partnerships must have at least one general partner who is responsible for all debts, liabilities and other obligations of the partnership and one or limited partners. The liability of the limited partners is usually limited to the amount that each partner has invested or agreed to invest in the partnership. A limited partner should not take an active role in the business. By taking an active role, a limited partner may become personally liable for the partnership debts and obligations.
Manager-Managed
Definition: A limited liability company (LLC) that is run by appointed or elected managers (as opposed to the owner/members). The articles of organization must specify if the company is member managed or manager-managed. The choice of management structure may have legal ramifications concerning the liability of the members and/or managers. Managers are not required by law to be members of the limited liability company.
Member
Definition: A person who has membership or ownership interest in a limited liability corporation and who has signed an operating agreement. Similar to a shareholder of a corporation.
Member-Managed
Definition: A limited liability company (LLC) that is run by one, some or all of its owners/members (as opposed to being run by a manager). The Articles of Organization of the company must specify is the company is member managed or manager-managed.
Membership Interest
Definition: A member’s rights or ownership in a limited liability company. This interest may include the member’s share of the profits and losses of the LLC, the right to receive distributions of the LLC’s assets, and rights to vote or participate in management or operation of the LLC.
Operating Agreement
Definition: A contract among members of a limited liability company governing the membership, management, rights, duties, operation, capital contributions, voting rights, transfer of interest, dissolution and distribution of income of the company. All LLC’s should have an operating agreement, including single member LLCs, for the preservation of the corporate form and formalities.
Partnership
Definition: A business enterprise entered into for profit which is owned by more than one individual, corporation or other entity under a verbal or written partnership agreement. The law does not recognize the partnership as a separate distinct entity; rather, it considers the partnership to be all of the partners acting together.
Piercing the Corporate Veil
Definition: Phrase referring to a court’s refusal to grant immunity to corporate shareholder, officers or entities for their wrongful acts. Courts will do so when, among other instances, the corporation is engaged in fraud, or has not operated with the requisite corporate formalities (such as not commingling funds of the corporation and its shareholders, directors or officers).
Professional Corporations
Definition: Type of a Missouri corporations formed under Chapter 356 RSMo. Only persons licensed in certain professions are eligible to be shareholders in this type of corporate entity. These professions include: accountants; architects; attorneys; chiropractors; dentists; engineers; optometrists; physicians, surgeons, doctors of medicine; doctors of osteopathy; psychologists; veterinarians; registered nurses; realtors; and physical therapists.
S-Corporation
Definition: A form of corporation, allowed by the IRS for most companies with 75 or fewer shareholders, which enables the company to enjoy the benefits of incorporation but be taxed as if it were a partnership. The name derives from subchapter S of the Internal Revenue Code which governs the taxation of this type of corporation. S corporations’ profits are passed through to shareholders and taxed at the personal rates of the shareholders. S corporations have limits on the numbers and types of shareholders.
Sole Proprietorship
Definition: A business owned by one person, as distinguished from a partnership or corporation. This type of business is not incorporated and does not provide liability protection for its owner.
Winding Up
Definition: The liquidation of a partnership or corporation by finishing current business, settling accounts, turning property into cash, and splitting up the assets.
