Santa Cruz County Clerk

Fictitious Business Names

Methods of Doing Business

 

THE COUNTY CLERK and deputy clerks are prohibited from rendering legal advice or assistance (Government Code Sections 24004 and 68082). The following information is taken from Black’s Law Dictionary, Revised Fourth Edition, (except for the definition of an Unincorporated Association which is taken from the Business & Professions Code Section 6857). It is not intended to provide exact legal definitions under California law or to supplant the need to consult an attorney.

INDIVIDUAL A single person as distinguished from a group or class.

HUSBAND /WIFE One of the great domestic relationships; being that a man and a woman lawfully joined in marriage, by which, at common law, the legal existence of a wife is incorporated with that of her husband.

GENERAL PARTNERSHIP A partnership in which the parties carry on all their trade and business, whatever it may be, for the joint benefit and profit of all the parties concerned, whether the capital stock be limited or not, or the contributions thereto be equal or unequal. (One in which all the partners share the profits and losses as well as the management equally, though their capital contributions may vary.)

COPARTNERS A partnership (a voluntary contract between two or more competent persons to place their money, effects, labor and skill, or some of all of them, in lawful commerce or business, with the understanding that there shall be a proportional sharing of the profits and losses between them.) One who is a partner with one or more other persons; a member of a partnership.

JOINT VENTURE A commercial or maritime enterprise undertaken by several persons jointly; a limited partnership, -- not limited in the statutory sense as to the liability of the partners, but as to its scope and duration. A legal entity in the nature of a partnership engaged in the joint prosecution of a particular transaction for mutual profit. An association of persons jointly undertaking some commercial enterprise. It requires a community of interest in the performance of the subject matter, a right to direct and govern the policy in connection therewith, and duty, which may be altered by agreement, to share both in profit and losses.

UNINCORPORATED ASSOCIATION An unincorporated association is any partnership or other unincorporated organization of two or more persons, whether organized for profit or not, but does not include a government or governmental subdivision or agency. An organization composed of a body of persons united with a charter for the prosecution of a common enterprise.

*CORPORATION An artificial person or legal entity created by or under the authority of the laws of a state or nation, composed, in some rare instances, of a single person and his successors, being the incumbents of a particular office, but ordinarily consisting of an association of numerous individuals, who subsist as a body politic under a special denomination, which is regarded by law as having a personality and existence distinct from that of its several members, and which is, by the same authority, vested with the capacity of continuous succession, irrespective of changes in its membership, either in perpetuity or for a limited term of years, and of acting as a unit or single individual in matters relating to the common purpose of the association, within the scope of the powers and authorities conferred upon such bodies by law.

*LIMITED PARTNERSHIP A partnership consisting of one or more general partners, jointly and severally responsible as ordinary partners, and by whom the business is conducted, and one or more special partners, contributing in cash payments a specific sum as capital to the common stock, and who are not liable for the debts of the partnership beyond the fund so contributed.

*LIMITED LIABILITY COMPANY The liability of the members of a joint-stock company may be either unlimited or limited; and, if the latter, then the limitation of liability is either the amount, if any, unpaid on the shares, (in which case the limit is said to be "by shares",) or such an amount as the members guaranty in the event of the company being wound up, (in which case the limit is said to be "by guaranty.")

*BUSINESS TRUST As distinguished from a joint-stock company, a pure "business trust" is one in which the managers are principals, and the shareholders are cestuis que trust (those who have a right to a beneficial interest in and out of an estate the legal title to which is vested in another.)

* NOTE All designations with an * in front require copies of specific papers filed with the State.

 

CLK MOB (REV/1/31/2005 )

 

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