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LEGAL DEFINITIONS

 

We are pleased to provide you with these basic legal definitions, which are offered for your reference. These definitions have broad applications and are not meant to provide an all-encompassing definition. Before acting on any of the information provided here, please contact us or your own attorney, who can provide a more detailed, personal description.

 
Term Definition
A through D  
Articles of Incorporation
Articles of Incorporation is the document that is filed with the state in which the corporation is registering to transact business to evidence its existence within that state.
Asset Sale
Typically, the preferred method of purchasing a business, as the purchaser receives only the assets of the purchased business excluding all liabilities.
By-laws
The laws or rules governing the affairs of a corporation.
C Corporation
A C Corporation is a corporation that elects to be taxed under Subchapter C of the Internal Revenue Code. C Corporation are taxed at the corporate level as well as at the shareholder level, thus incurring what is commonly referred to as double taxation. Shareholders do receive limited liability protection so personal assets are protected from any corporate liability. C Corporations are typically used by major companies.
Certificate of Designation
The document filed with the Illinois Secretary of State to register a separate series under a Series LLC.
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E through I  
Executor
A person named by the maker of a will to carry out the directions of the will and intentions of the maker.
Family Limited Partnership
A limited partnership controlled by family members consisting of both general partners, whose assets are not shielded from liability protection, and limited partners, whose assets are shielded from liability protection. FLPs can shield assets from creditors as well as provide significant estate tax savings.
Franchise
A business organization in which one company (franchisor) enters into a contractual relationship with another party (franchisee) in which the franchisor licenses the right to sell its product or service to the franchisee under the franchisor's trade name.
Intestate An individual who dies without a will.
Irrevocable Trust
A trust in which the terms cannot be amended or revised until the terms or purposes of the trust have been completed. Commonly used to avoid estate taxes as it takes the assets out of the control of the grantor of the trust and out of the grantor's estate.
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J through N  
Limited Liability Company
A LLC is a form of business entity that grants its owners the limited liability protection of a corporation as well as serving as a pass-through for income taxes as the profits flow through to the owners. LLCs offer their business owners great flexibility in owning and operating the business.
Living Wills
A specific health care directive given by an individual specifying what actions should be taken with regards to their health in the event the individual is unable to make such decision due to illness or incapacity.
Manager
LLCs may be run by a manager or board of managers who oversee the operations of the LLC. A manager’s duties are set forth in the Operating Agreement of the LLC.
Member
All LLCs are required to have at least one member, or owner. The member, or members, usually operate the business unless otherwise designated in the Operating Agreement of the LLC. A member’s liability is limited to his capital contribution to the LLC.
Non-Compete/Non Disclosure Agreements
Non-compete and non-disclosure agreements are typically part of an employment agreement used to protect an employer’s trade secrets from being disclosed by an employee as well as protecting the employer from a former employee directly competing with the employer after the termination of employment.
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O through R  
Operating Agreement
The Operating Agreement is the document entered into by the members, and managers, if any, of the LLC. This document contains the rights and obligations of the members and the managers.
Partnership
A partnership is a business entity in which the partners share the profits and losses of the business. Unlike a corporation or LLC, partners of a general partnership do not have limited liability protection, and typically have greater liability exposure than in a corporation or LLC. Partnership profits do pass through to the partners to avoid taxation at the business level
Pour-over Will
A legal document in which the maker of a will creates a trust and provides that the maker’s property not transferred to the Revocable Trust during the maker’s lifetime, be transferred to the trust at the time of the maker's death.
Probate
Probate is the legal process by which the estate of a deceased individual is settled and the assets distributed and any claims against the estate resolved. In Illinois, an estate must remain open for at least 6 months.
Registered Agent An individual or business designated to receive service of process for a business entity.
Revocable Trust
A trust that may be revocable by the grantor of the trust and which is commonly used to allow assets to be passed to heirs without requiring opening of a probate case.
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S through Z  
S Corporation
An S Corporation is a corporation that elects to be taxed under Subchapter S of the Internal Revenue Code. S Corporations do not pay income taxes. Instead, the shareholders pay taxes on their respective profits based on the percentage of shares of the corporation owned. Shareholders receive limited liability protection so personal assets are protected from any corporate liability. Certain requirements must be met in order for a corporation to qualify to be taxed as a Subchapter S Corporation
Series LLC
A Series LLC is a new and special form of LLC, recently permitted under the laws of Illinois, that allows a single LLC to be created to segregate its assets and liabilities into separate series under the LLC. Each series may have different members, managers, profit allocations and operating agreements giving this choice of entity significant flexibility.
Shareholder Agreements
An agreement governing the rules and rights of the shareholders of a corporation.
Stock Sale
Typically, the preferred method of selling a business as the seller’s tax effect is reduced and the seller also transfers its liabilities with the assets.
Survey
A detailed site line of a property showing boundary lines, easements, encroachments and building setback lines.
Testate An individual who dies leaving a will.
Title Commitment
A written report showing ownership of a property as well as all liens and other matters affecting the property.
Trustee
A person or entity who holds legal title to property for the benefit of one or more individuals or organizations
Will
A legal document expressing the desires of the maker of the will concerning the disposition of the maker's assets after death.
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