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33-405. BENEFICIARY DEEDS; RECORDING; DEFINITIONS

A deed that conveys an interest in real property, including any debt secured by a lien on real property, to a grantee beneficiary designated by the owner and that expressly states that the deed is effective on the death of the owner transfers the interest to the designated grantee beneficiary effective on the death of the owner subject to all conveyances, assignments, contracts, mortgages, deeds of trust, liens, security pledges and other encumbrances made by the owner or to which the owner was subject during the owner's lifetime.

BYLAWS

Corporate and organizational bylaws regulate only the organization to which they apply and are generally concerned with the operation of the organization, setting out the form, manner or procedure in which a company or organization should be run. Corporate bylaws are drafted by a corporation's founders or directors under the authority of its Charter or Articles of Incorporation. Bylaws widely vary from organization to organization, but generally cover topics such as how directors are elected, how meetings of directors (and in the case of a business, shareholders) are conducted, and what officers the organization will have and a description of their duties. A common mnemonic device for remembering the typical articles in bylaws is NOMOMECPA, pronounced "No mommy, see pa!" It stands for Name, Object, Members, Officers, Meetings, Executive board, Committees, Parliamentary authority, Amendment. Bylaws generally cannot be amended by an organization's Board of Directors; a super-majority vote of the membership, such as two-thirds present and voting or a majority of all the members, is usually required to amend bylaws. [excerpt from Wikipedia, the free encyclopedia]

CORPORATION

A corporation is an institution that is granted a charter recognizing it as a separate legal entity having its own privileges, and liabilities distinct from those of its members. There are many different forms of corporations, most of which are used to conduct business.

Corporations exist as a product of corporate law, and their rules balance the interests of its stakeholders: the management who operate the corporation; creditors who loan it goods, services or money; shareholders who invest their capital; the employees who contribute their labor; and the clients they serve. In modern times, corporations have become an increasingly dominant part of economic life.

An important feature of corporation is limited liability. If a corporation fails, shareholders normally only stand to lose their investment, and employees will lose their jobs, but neither will be further liable for debts that remain owing to the corporation's creditors.

Although corporate law varies in different jurisdictions, there are five core characteristics of the modern business corporation:

  • Legal personality
  • Limited liability
  • Transferable shares
  • Centralized management under a board structure
  • Shared ownership by contributors of capital.

[excerpt from Wikipedia, the free encyclopedia]

DEED OF TRUST

A Deed of Trust is a document that embodies the agreement between a lender and a borrower to transfer an interest in the borrower's land to a neutral third party, a trustee, to secure the payment of a debt by the borrower. [The Free Dictionary by Farlax]

EMPLOYER IDENTIFICATION NUMBER

An Employer Identification Number (EIN) is also known as a Federal Tax Identification Number, and is used to identify a business entity. Generally, businesses need an EIN. You may apply for an EIN in various ways, and now you may apply online. This is a free service offered by the Internal Revenue Service. You must check with your state to make sure you need a state number or charter. [Internal Revenue Service - IRS.gov]

GRANTEE

A Grantee is an individual to whom a transfer or conveyance of property is made. In a case involving the sale of land, the buyer is commonly known as the grantee. [The Free Dictionary by Farlax]

GRANTOR

A Grantor is an individual who conveys or transfers ownership of property. In real property law, an individual who sells land is known as the grantor. [The Free Dictionary by Farlax]

LIMITED LIABILITY COMPANY (LLC)

A limited liability company (LLC) or, more rarely, a company with limited liability (WLL), is a flexible form of business enterprise that blends elements of partnership and corporate structures. It is a legal form of business company, in the law of the vast majority of United States jurisdictions, that provides limited liability to its owners. Often incorrectly called a "limited liability corporation" (instead of company), it is a hybrid business entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are). An LLC, although a business entity, is a type of unincorporated association and is not a corporation. The primary characteristic an LLC shares with a corporation is limited liability, and the primary characteristic it shares with a partnership is the availability of pass-through income taxation. It is often more flexible than a corporation and it is well-suited for companies with a single owner. It is important to understand that limited liability does not imply owners are always fully protected from personal liabilities. Courts can and do pierce the corporate veil of LLCs when some type of fraud or misrepresentation is involved, or under certain situations where the owner uses the company as an "alter ego" [excerpt from Wikipedia, the free encyclopedia]

MINUTES

Minutes, also known as protocols, are the instant written record of a meeting or hearing. They often give an overview of the structure of the meeting, starting with a list of those present, a statement of the various issues before the participants, and each of their responses thereto. They are often created at the moment of the hearing by a typist or court recorder at the meeting, who may record the meeting in shorthand, and then prepare the minutes and issue them to the participants afterwards. Alternatively, the meeting may be audio recorded or notes taken, and the minutes prepared later. However it is often important for the minutes to be brief and concentrate on material issues rather than being a verbatim report, so the minute-taker should have sufficient understanding of the subject matter to achieve this. The minutes of certain entities, such as a corporate board of directors, must be kept and are important legal documents. [excerpt from Wikipedia, the free encyclopedia]

OPERATING AGREEMENT

An operating agreement is an agreement among limited liability company ("LLC") Members governing the LLC's business, and Member's financial and managerial rights and duties. Many states require an LLC to have an Operating Agreement. LLCs operating without an Operating Agreement are governed by the State's default rules contained in the relevant statute and developed through state court decisions. An Operating Agreement is similar in function to corporate by-laws, or analogous to a partnership agreement in multi member LLC's. In single member LLCs, an operating agreement is a declaration of the structure that the member has chosen for the company and sometimes used to prove in court that the LLC structure is separate from that of the individual owner and thus necessary so that the owner has documentation to prove that he or she is indeed separate from the entity itself. An Operating Agreement is used to override default rules imposed by a state's LLC Act. Operating Agreements generally address:

  • the members' percentage interests in the LLC
  • the members' rights and responsibilities
  • the members' voting powers
  • how profits and losses will be allocated
  • how the LLC will be managed
  • rules for holding meetings and taking votes
  • buyout, or buy-sell, provisions, which determine what happens when a member wants to sell his or her interest, dies, or becomes disabled

Limited Liability Companies are very flexible in nature and the operating agreement defines each member or manager's rights, powers and entitlements. This includes capital accounts, membership interest, distributions of profit and allocated tax responsibility, just to name a few. This internal document is an agreement set by the company members that contains provisions for critical items and rules that run the company. Operating agreements can be amended at any time by the company members or managers. LLC's that do not have an Operating Agreement will be governed by state LLC law rather than what you and your business associates decide. [excerpt from Wikipedia, the free encyclopedia]

PARTNERSHIP

In civil law systems, a partnership is a nominate contract between individuals who, in a spirit of cooperation, agree to carry on an enterprise; contribute to it by combining property, knowledge or activities; and share its profit. Partners may have a partnership agreement, or declaration of partnership and in some jurisdictions such agreements may be registered and available for public inspection. In many countries, a partnership is also considered to be a legal entity, although different legal systems reach different conclusions on this point. [excerpt from Wikipedia, the free encyclopedia]

POWER OF ATTORNEY

A power of attorney is a written authority, with an attested signature, authorizing a person to act as the attorney or agent of the person granting it. [excerpt from Webster's Dictionary]

PROMISSORY NOTE

A promissory note is a written and signed promise to pay unconditionally to a named person or body, or to bearer, a fix sum of money either on demand or at some definite future time, e.g. a bank note. [excerpt from Webster's Dictionary]

PUBLISH

To publish is to make content publicly known. The term is most frequently applied to the distribution of text or images on paper, or to the placing of content on a website. The word publication means the act of publishing, and it also means any writing of which copies are published, and any website. Among publications are books, and periodicals, the latter including magazines, scholarly journals, and newspapers. [excerpt from Wikipedia, the free encyclopedia]

QUITCLAIM DEED

A quitclaim deed is a term used to describe a document by which a person (the "grantor") disclaims any interest the grantor may have in a piece of real property and passes that claim to another person (the grantee). Quitclaim deeds are sometimes used for transfers between family members, gifts, placing personal property into a business entity, to eliminate clouds on title, or in other special or unusual circumstances. [excerpt from Wikipedia, the free encyclopedia]

STATUTORY AGENT - also known as Registered Agent

All business entities are required to appoint and maintain a statutory agent. This agent will be served any legal documents regarding your business entity and is responsible for sharing this information with you. As such, the agent should be chosen carefully. The statutory agent may be a natural person who is a resident of this state or may be a domestic corporation or a foreign corporation holding a license as such under the laws of this state, that is authorized by its articles of incorporation to act as such agent and that has a business address in this state. [Ohio Secretary of State]

TRADE NAME

A trade name is the name by which an article is known to the trade that deals in it || the name under which a firm does business || a name used as a trademark, esp. One that is registered and legally protected. [excerpt from Webster's Dictionary]

TRUSTEE

A trustee is a person legally invested with property rights in the interests of another. [excerpt from Webster's Dictionary]

WARRANTY DEED

A general warranty deed is a type of deed where the grantor (seller) guarantees that he or she holds clear title to a piece of real estate and has a right to sell it to the grantee (buyer). The guarantee is not limited to the time the grantor owned the property-it extends back to the property's origins. [excerpt from Wikipedia, the free encyclopedia]


Disclaimer: The referenced definitions are provided for informational purposes, and not to be construed as legal advice

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