Business Law GLOSSARY

Glossary of Business Law Terms

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z #

< Back to Online Resources

- S -

S Corporation: A "subchapter S" corporation is a corporation that elects by filing with the IRS to be treated as a partnership for taxation purposes.

Secondary Boycott: An organized refusal to purchase the products of, do business with or perform services for (such as deliver goods) a company which is doing business with another company where the employees are on strike or in a labor dispute.

Secret Rebate: A kickback of money by a business to a "preferred" customer, not offered to the public or by a subcontractor to a contractor not shown on a job estimate. Both are illegal in most states as unfair business practices and may result in criminal charges.

Secretary (Corporate Secretary): A corporate officer, elected by the directors, usually charged with record-keeping responsibilities.

Secretary of State: A state official charged with responsibility for the filing of legal documents, including corporation papers. In some states, and the District of Columbia, this responsibility falls upon another department, such as Hawaii's Department of Commerce and Consumer Affairs, or Arizona's Corporation Commission.

Securities: The broad term that refers to shares of stock, bonds, and some debt instruments.

Service of Process: Providing a formal notice to the defendant that orders him to appear in court to answer plaintiff's allegations.

Sexual Harassment: Harassment is an un-welcomed sexual advance by an employer or supervisor that becomes a condition of the employee's employment or represents a threat to the employee's continued employment. A "hostile work environment" harassment claim can arise when the presence of demeaning or sexual photographs, jokes, threats, or overall atmosphere is so pervasive as to create an intimidating and offensive work environment.

Shareholder: An owner of a corporation and one who holds shares of stock in a corporation.

Shareholder's Agreement: An agreement between the shareholders of a corporation that can cover various matters such as a commitment to vote particular persons as directors and

Shelf Corporation: A fully formed corporation without operations, assets, or liabilities that remains in inventory, or on a "shelf," waiting for a buyer. The advantages: a shelf corporation can be operating within hours, and uses its original formation date.

Silent Partner: A non-legal term for an investor who puts money into a business, but takes no part in the management and is usually unknown to the customers. A "limited partner" is prohibited from taking part in management and has no liability for debts beyond his/her initial investment.

Simple Majority: With respect to shareholder and director voting, more than 50%.

Social Security: A federal program of retirement or disability payments created by taxing employees' income.

Sole Proprietorship: Simply, a business owned and managed by one person. Sole proprietorships do not enjoy liability protection.

Special Meeting of Directors: A meeting of directors, but not an annual meeting, called for a specific purpose.

Special Meeting of Shareholders: A meeting of shareholders, but not an annual meeting, called for a specific purpose.

Statute of Limitations: The time period within which a plaintiff must file his action against the defendant. This time frame varies by state. In North Carolina, the statute of limitations is three years.

Stock Options: A type of retirement plan in which employees have the opportunity to purchase stock in the company for which they work.

Stockholder: An owner of a corporation and one who holds shares of stock in a corporation.

Straw Man: A person to whom title to property or a business interest is transferred for the sole purpose of concealing the true owner and/or the business machinations of the parties.

Strict Liability: The defendant is liable to the plaintiff regardless of fault.

Subpoena: A form issued by the court requiring someone to appear in court and/or bring documents. (Also referred to as a "Summons.")

Subscriber: A person who contracts to purchase the shares of a corporation.

Subscription Agreement: A contract to purchase the shares of a corporation.

Subsidiary: A corporation that is owned outright or controlled by a parent corporation.

Supermajority: With respect to shareholder and director voting, any required percentage higher than 50 percent.

Syndicate: A joint venture among individuals and/or corporations to accomplish a particular business objective, such as the purchase, development and sale of a tract of real property, followed by division of the profits.