Business and Commercial Law

Articles of organization are formation documents filed with a state to create a limited liability company.

An asset purchase is a business transaction where a buyer purchases selected assets rather than buying the owner's equity interests.

A beneficial owner is a person who enjoys the benefits of ownership or control even if legal title is held in another name.

Understand the board of directors as the governing body that oversees a corporation.

The business judgment rule is a doctrine that gives deference to informed, good-faith business decisions by corporate decision-makers.

A buy-sell agreement controls how business ownership interests may be bought, sold, or transferred after specified events.

A capitalization table summarizes a company's ownership interests, securities, and ownership percentages.

A certificate of good standing is a state-issued document showing that a business entity exists and is current with certain state filing requirements.

A certificate of incumbency identifies a business entity's current officers, managers, or authorized signers.

Understand collateral as property used to secure repayment or performance in a commercial transaction.

Corporate bylaws are internal rules that govern how a corporation operates and makes decisions.

Learn how corporate officers manage company operations under corporate authority.

A corporate resolution is a formal record of approval for company action by a board, shareholders, members, or other authorized decision-maker.

A deadlock provision sets a process for resolving owner or manager stalemates in a closely held business.

Drag-along rights let specified majority owners require minority owners to participate in a sale under defined conditions.

Learn how financing statements give public notice of a secured party's possible interest in collateral.

A joint venture is a business arrangement in which two or more parties collaborate on a specific project or limited business purpose.

A member-managed LLC is a limited liability company where the owners manage the business directly unless the governing documents provide otherwise.

Piercing the corporate veil is a doctrine that can allow personal liability for business owners when an entity is misused.

Learn how priority determines whose claim is paid or enforced first when interests conflict.

Learn how proxy voting lets an owner or member authorize someone else to vote on their behalf.

Understand quorum as the minimum participation needed for a valid meeting or vote.

Understand registered agents as designated recipients for service of process and official notices.

A right of first offer gives a holder the first chance to negotiate or make an offer before an owner sells an interest to others.

Understand security agreements as contracts that grant a security interest in collateral.

Learn how shareholder agreements govern rights, transfers, voting, and obligations among shareholders.

A sole proprietorship is an unincorporated business owned by one person, with no separate legal entity formed for the business.

A stock purchase agreement is a contract for buying and selling shares or other equity interests in a company.

Tag-along rights let minority owners join a sale by majority owners under defined conditions.

Voting rights are ownership or governance rights that allow a person or entity to vote on specified business decisions.

Understand what articles of incorporation are and why they matter when a corporation is legally formed.

Learn what bylaws are and how they govern internal corporate structure, meetings, and decision-making.

Understand what default means in commercial law and why missed obligations can trigger creditor remedies.

Learn what a derivative action is and how shareholders or similar owners may sue on behalf of a business entity.

Learn what a general partnership is and why shared management and shared liability matter in business law.

Understand what a limited partnership is and how it differs from a general partnership or LLC.

Learn what an operating agreement is and how it governs internal management of an LLC.

Learn what a perfected security interest is and why perfection matters for priority in secured transactions.

Understand what a secured party is and why this role matters in lending and collateral-based commercial transactions.

Understand veil piercing and why courts sometimes disregard the separate legal identity of a business entity.

Antitrust refers to the body of law that regulates competition and prohibits certain anticompetitive conduct or transactions.

Bankruptcy is the federal legal process used to address insolvency, restructure obligations, or liquidate assets under court supervision.

This section explains entity, governance, insolvency, competition, and commercial-transaction terms used in U.S. business law.

A corporation is a legal entity separate from its owners, with its own rights, obligations, and governance structure.

Fiduciary duty is the legal obligation to act loyally and carefully for the benefit of another person or entity in a position of trust.

A limited liability company is a business entity that combines liability protection with flexible ownership and management structure.

A merger is a transaction in which one business entity combines with another under a legal structure recognized by statute.

A partnership is a business relationship in which two or more people carry on a business together as co-owners.

A secured transaction is a transaction in which a debtor grants a security interest in personal property to secure an obligation.

A shareholder is an owner of shares in a corporation and holds ownership interests defined by corporate law and the corporation's governing documents.

The Uniform Commercial Code is a model-law framework that governs many commercial transactions in the United States.