Articles of Incorporation
公司理财试题1
CHAPTER 1Introduction to Financial Management I. DEFINITIONSTopic: CORPORATE CONTROLLER1. The corporate officer generally responsible for tasks related to tax management, cost accounting,financial accounting, and data processing is the:A) Corporate Treasurer.B) Director.C) Corporate Controller.D) Chairman of the Board.E) Vice President of Operations.Answer: CTopic: CORPORATE TREASURER2. The corporate officer generally responsible for tasks related to cash and credit management,financial planning, and capital expenditures is the:A) Corporate Treasurer.B) Director.C) Corporate Controller.D) Chairman of the Board.E) Vice President of Operations.Answer: ATopic: CAPITAL BUDGETING3. The process of planning and managing a firm's long-term investments is called:A) Working capital management.B) Financial depreciation.C) Agency cost analysis.D) Capital budgeting.E) Capital structure.Answer: DTopic: CAPITAL STRUCTURE4. The mixture of debt and equity used by the firm to finance its operations is called:A) working capital management.B) financial depreciation.C) agency cost analysis.D) capital budgeting.E) capital structure.Answer: ETopic: WORKING CAPITAL MANAGEMENT5. The management of the firm's short-term assets and liabilities is called:A) Working capital management.B) Financial depreciation.C) Agency cost analysis.D) Capital budgeting.E) Capital structure.Answer: ATopic: SOLE PROPRIETORSHIP6. A business owned by a single individual is called a(n):A) Corporation.B) Sole proprietorship.C) Partnership.D) Closed receivership.E) Open structure.Answer: BTopic: PARTNERSHIP7. A business formed by two or more individuals or entities is called a(n):A) Corporation.B) Sole proprietorship.C) Partnership.D) Closed receivership.E) Open structure.Answer: CTopic: CORPORATION8. A business created as a distinct legal entity composed of one or more individuals or entities iscalled a(n):A) Corporation.B) Sole proprietorship.C) Partnership.D) Closed receivership.E) Open structure.Answer: ATopic: PARTNERSHIP AGREEMENT9. The division of profits and losses between the members of a partnership is formalized in the:A) Indemnity clause.B) Indenture contract.C) Statement of purpose.D) Partnership agreement.E) Group charter.Answer: DTopic: ARTICLES OF INCORPORATION10. The document that legally establishes domicile for a corporation is called the:A) Indenture contract.B) Partnership agreement.C) Amended homestead filing.D) Bylaws.E) Articles of incorporation.Answer: ETopic: BYLAWS11. The rules by which corporations govern themselves are called:A) Indenture provisions.B) Indemnity provisions.C) Partnership agreements.D) Bylaws.E) Articles of incorporation.Answer: DTopic: LIMITED LIABILITY CORPORATION12. A business entity operated and taxed like a partnership, but with the limited liability feature forowners, is called a:A) Limited liability corporation.B) General partnership.C) Cartel.D) Sole proprietorship.E) Corporation.Answer: ATopic: FINANCIAL MANAGEMENT GOAL13. The primary goal of financial management is to:A) Maximize current sales.B) Maximize the current value per share of the existing stock.C) Avoid financial distress.D) Minimize operational costs.E) Maintain steady earnings growth.Answer: BTopic: AGENCY PROBLEM14. The possibility of conflict of interest between the stockholders and management of the firm iscalled:A) The shareholders' conundrum.B) Corporate breakdown.C) The agency problem.D) Corporate activism.E) Legal liability.Answer: CTopic: AGENCY COSTS15. Agency costsA) The total dividends paid to shareholders over the lifetime of the firm.B) The costs that result from default and bankruptcy of the firm.C) Corporate income subject to double taxation.D) The costs of the conflict of interest between stockholders and management.E) The total interest paid to creditors over the lifetime of the firm.Answer: DTopic: STAKEHOLDERS16. A stakeholder is:A) Given to each stockholder when they first purchase their stock.B) A proxy vote made at a shareholders meeting.C) A founding stockholder of the firm.D) An original creditor of the firm.E) A person or entity other than a stockholder or creditor who potentially has a claim on the cashflows of the firm.Answer: ETopic: PRIMARY MARKET17. The original sale of securities by governments and corporations occurs in the:A) Primary market.B) Secondary market.C) Dealer market.D) Auction market.E) Liquidation market.Answer: ATopic: SECONDARY MARKET18. The purchase and sale of securities after the original issuance occurs in the:A) Primary market.B) Secondary market.C) Dealer market.D) Auction market.E) Liquidation market.Answer: BTopic: DEALER MARKET19. A market where dealers buy and sell securities for themselves, at their own risk, is called a(n):A) Primary market.B) Secondary market.C) Dealer market.D) Auction market.E) Liquidation market.Answer: CTopic: AUCTION MARKET20. A market where trading takes place between buyers and sellers directly is called a(n):A) Primary market.B) Secondary market.C) Dealer market.D) Auction market.E) Liquidation market.Answer: DII CONCEPTSTopic: BUSINESS ORGANIZATIONS21. Which of the following does NOT offer the protection of limited liability?A) corporationB) limited liability companyC) sole proprietorshipD) limited partnershipE) S corporationAnswer: CTopic: FINANCIAL MANAGEMENT GOAL22. The fundamental goal of financial management should be to:A) Maximize sales.B) Maximize the current value per share of the existing stock.C) Avoid financial distress.D) Maintain steady earnings growth.E) Maximize profits.Answer: BTopic: FINANCIAL MANAGER23. Which of the following does NOT address the question: "What are the duties of a financialmanager?"I. Deciding how much interest to pay the holders of the corporation's bonds.II. Deciding the mix of long-term debt and equity.III. Deciding which projects a firm should undertake.IV. Deciding how much short-term debt to use.A) I onlyB) III onlyC) II and III onlyD) II, III, and IV onlyE) I, II, III, and IVAnswer: ATopic: BUSINESS ORGANIZATIONS24. Which of the following statements is true regarding the corporate form of organization compared tothat of the sole proprietorship?A) The owners of the sole proprietorship have limited liability for the firm's debts.B) The sole proprietorship is the simplest business form to start-up.C) The corporation has a limited life.D) Dividends received by the corporation's shareholders are tax-exempt.E) It is more difficult to transfer ownership in a corporation.Answer: BTopic: AGENCY COSTS25. Which of the following is NOT a type of agency cost?A) The cost of an audit of the firm's financial statements.B) The cost of a corporate jet provided to the CEO as part of her compensation package.C) Loans provided to the firm's managers at below-market interest rates.D) The costs of financing the firm.E) The cost of providing life insurance to the firm's CFO.Answer: DTopic: AGENCY THEORY26. Commtel Partners hires Smith Brothers investment bank to negotiate the purchase of the fiber opticassets of . Identify the parties to this transaction.A) Smith is the principal and Commtel is the agent.B) Commtel is the principal and Smith is the agent.C) Lightware is the principal and Commtel is the agent.D) Smith is the agent while Lightware and Commtel together are principals.E) Commtel is the principal and Lightware is the agent.Answer: BTopic: AGENCY COSTS27. The Board of Directors of Beeline, Inc. have decided to base the salary of its financial managerentirely upon the market share of the firm. Accordingly,A) the firm may incur some agency costs since the manager will be focused on the market share ofthe firm rather than acting to maximize earnings.B) the financial manager will always act in the best interest of the shareholders since all agencycosts have been eliminated through salary incentives.C) this arrangement may be unnecessary, since the goal of the firm is to maximize earnings forshareholders, and that is most likely accomplished through larger market share.D) the manager may not act to maximize the current value of the firm's stock, resulting in agencycosts for the firm's stockholders.E) the firm will incur some agency costs if the manager acts to maximize market share.Answer: DTopic: AGENCY COSTS28. Which of the following is/are correct regarding agency costs?I. Indirect costs occur when managers, acting to minimize the risk of the firm, forego investmentsshareholders would prefer they take.II. Direct costs occur when shareholders must incur costs to monitor the manager's actions.III. Direct costs occur when managers buy assets considered necessary by the firm's owners.A) I onlyB) I and II onlyC) II onlyD) II and III onlyE) I, II, and IIIAnswer: BTopic: AGENCY THEORY29. Which of the following help ensure managers act in the best interest of owners?I. A compensation package for managers that is a flat cash salary, with no bonuses or options.II. Managers are promoted only when they have worked for the firm for at least 5 years.III. The threat that if the firm does poorly, shareholders will use a proxy fight to replace theexisting management.IV. There is a high degree of likelihood the firm will become a takeover candidate if the firm performs poorly.A) I and II onlyB) II and III onlyC) III and IV onlyD) I and III onlyE) I, II, III, and IVAnswer: CTopic: STOCK EXCHANGES30. Which of the following markets is considered an auction market?A) The New York Stock ExchangeB) The over-the-counter (OTC) marketC) NASDAQAnswer: ATopic: DOUBLE TAXATION31. Why does the double taxation problem exist for corporations?A) Corporations earn taxable income, pay taxes on that income, and then pay interest to thebondholders, who also have net taxable income.B) Corporations earn taxable income and pay taxes on that income.C) Firms with depreciation expense must repay the tax deduction over time, in addition to theirnormal tax liability on taxable corporate income.D) Corporations earn taxable income, pay taxes on that income, and then pay dividends to thestockholders, who also have net taxable income.E) Stockholders are paid a dividend and they have net taxable income.Answer: DTopic: FINANCIAL MANAGEMENT32. If you are hired as the new CEO of a corporation after graduation, which of the following wouldyou consider to be your most important criterion for success from the owners perspective?A) Pursue activities that reduce the overall riskiness of the firm.B) Pursue activities that result in the largest profits for the year.C) Pursue activities that maximize your personal wealth.D) Pursue activities that maximize the current stock price.E) Pursue activities that lead to the most stable stock price for the year.Answer: DTopic: FINANCIAL MANAGEMENT33. A financial manager is responsible for deciding whether an investment in new manufacturingequipment should be financed with debt, preferred stock, or common stock. Which of the following financial management areas would be involved in the decision process?I. Capital budgetingII. Capital structure managementIII. Working capital managementA) I onlyB) II onlyC) II and III onlyD) I and III onlyE) I, II and IIIAnswer: BTopic: MARKETS34. You are interested in purchasing 100 shares of stock in a small technology firm that trades in theUnited States. You would most likely purchase the shares in ________________.A) a primary market operated as a money marketB) a primary market operated as an auction marketC) a secondary market operated as a dealer marketD) a primary market operated as a dealer marketE) a secondary market operated as a money marketAnswer: CTopic: FINANCIAL MANAGEMENT35. According to the balance sheet model of the firm, corporate finance may be thought of as theanalysis of three primary subject areas. Which of the following correctly lists these areas?A) Capital structure, capital budgeting, security analysisB) Capital budgeting, capital structure, capital spendingC) Capital budgeting, capital structure, net working capitalD) Capital structure, net working capital, capital rationingE) Capital budgeting, capital spending, net working capitalAnswer: CTopic: CORPORATE FINANCE36. Which of the following is NOT considered one of the basic questions of corporate finance?A) What long-term investments should the firm choose.B) At what rate of interest should a firm borrow.C) Where will the firm get the long-term financing to pay for its investments.D) What mixture of debt and equity should the firm use to fund its operations.E) How should the firm manage its working capital, i.e., its everyday financial activities.Answer: BTopic: BUSINESS ORGANIZATIONS37. Which of the following is a FALSE statement concerning corporations?A) The equity that can be raised by the corporation is limited to the current shareholders' personalwealth.B) The life of the corporation is unlimited.C) The corporation has unlimited liability for business debts.D) When dividends are paid, net corporate profits are essentially taxed twice.E) It is relatively simple to transfer ownership of corporate shares.Answer: ATopic: BUSINESS ORGANIZATIONS38. Which of the following statements is/are true concerning partnerships?I. Limited partners are responsible for all debts of the partnership.II. Limited partners generally do not manage the partnership.III. In a limited partnership, all partners share equally in the gains or losses.A) I onlyB) II onlyC) I and II onlyD) II and III onlyE) I, II, and IIIAnswer: DTopic: MARKETS39. Which of the following correctly finishes this sentence: In the US, ________________.A) the OTC market has a central locationB) over-the-counter markets are operated as auction marketsC) financial markets function as both primary and secondary markets for debt and equitysecuritiesD) new issues of securities occur in secondary marketsE) auction markets do not have a physical locationAnswer: CTopic: STOCK EXCHANGES40. Which of the following is a criteria that must be met in order for a firm to be listed on the New YorkStock Exchange?A) The firm must have at least 3 shareholders owning at least 10,000 shares.B) The firm must have a minimum number of shares outstanding.C) The firm must have a market value in excess of $1 billion.D) The firm must have a minimum of 5 directors.E) The firm must not have ever suffered negative net income in a given quarter.Answer: BTopic: CASH FLOWS41. In the evaluation of cash flow in a capital budgeting decision, which of the following is NOTrelevant?I. The size of the cash flow.II. The timing of the cash flow.III. The risk of the cash flow.IV. The manager responsible for the accounting of the cash flow.A) I onlyB) I and II onlyC) II onlyD) II and IV onlyE) IV onlyAnswer: ETopic: BUSINESS ORGANIZATIONS42. You want to pool your resources with your best friend and start your own telecommunications firm.However, you are concerned about the risk this business poses to your accumulated personal wealth.To limit your exposure, you and your friend should organize the business:A) As a general partnershipB) As a limited partnershipC) As a sole proprietorshipD) As a corporationE) As a real estate investment trustAnswer: DTopic: MARKETS43. Which of the following would NOT be considered a secondary market transaction?A) A buy order to a broker for shares of stock in a company on NYSE.B) A buy order to an investment banker for a new IPO stock offering.C) A buy order to a broker for shares of stock in a company on NASDAQ.D) A buy order to a dealer for outstanding bonds of a company trading OTC.E) A buy order to a broker for a stock listed on a regional exchange.Answer: BTopic: BUSINESS ORGANIZATIONS44. Unlimited liability is a characteristic of which of the following form(s) of organization?A) sole proprietorshipB) limited partnershipC) corporationD) S corporationE) limited liability companyAnswer: ATopic: BUSINESS ORGANIZATIONS45. Which of the following is a true statement concerning a general partnership?I. Partners are responsible for the debts of the partnership.II. Partners generally do not manage the partnership.III. The income of a partnership is taxed at the partners' income tax rate.A) I onlyB) III onlyC) I and II onlyD) I and III onlyE) I, II, and IIIAnswer: DTopic: FINANCIAL MANAGEMENT46. Which of the following is FALSE concerning the economics of ethical decision-making?I. The higher the probability of detection, the more likely that one will cheat.II. The higher the sanctions imposed if detected, the less likely one is to cheat.III. The expected costs of unethical behavior are lower if information about cheating is rapidly and widely distributed.A) I onlyB) II onlyC) I and II onlyD) I and III onlyE) I, II, and IIIAnswer: DTopic: MARKETS47. Which of the following is considered a secondary market transaction?I. You buy shares in the public offering of a start-up company in the computer industry.II. Your mother sells you the shares she purchased in your uncle's latest business venture.III. You buy shares in General Motors from your closest friend.A) I onlyB) II onlyC) I and II onlyD) II and III onlyE) I, II, and IIIAnswer: DTopic: MARKETS48. On a typical day in the United States, the largest number of shares are traded:A) Over the counter.B) On the New York Stock Exchange.C) On the American Stock Exchange.D) On the Philadelphia Stock Exchange.E) In primary markets.Answer: ATopic: BUSINESS ORGANIZATIONS49. The death of the firm's owner(s) effectively dissolves which type(s) of organization?I. Sole proprietorshipII. PartnershipIII. CorporationA) I onlyB) II onlyC) III onlyD) I and II onlyE) II and III onlyAnswer: DTopic: BUSINESS ORGANIZATIONS50. Which of the following is considered a disadvantage of the corporate form of organization?I. Ease of the transfer of ownershipII. Limited lifeIII. Double taxationA) I onlyB) II onlyC) III onlyD) I and II onlyE) I, II, and IIIAnswer: CTopic: MARKET TRANSACTIONS51. A(n) ________________ is a sale of securities which typically does not require registration withthe SEC and is usually sold to a large financial institution.A) initial public offeringB) over-the-counter transactionC) primary market transactionD) secondary market transactionE) private placementAnswer: ETopic: FINANCIAL MANAGEMENT52. A financial manager is responsible for determining how much long-term debt the firm should userelative to its use of short-term borrowings. Which function is this manager involved with?I. Capital budgetingII. Capital structure managementIII. Working capital managementA) I onlyB) II onlyC) III onlyD) I and II onlyE) I, II and IIIAnswer: BTopic: BUSINESS ORGANIZATIONS53. A type of small corporation that is taxed like a partnership and thus avoids double taxation is calleda ________________.A) limited partnershipB) sole proprietorshipC) S corporationD) limited liability companyE) general partnershipAnswer: CTopic: FINANCIAL MANAGEMENT54. Which of the following combinations of attributes would make a capital expenditure projectdesirable to a financial manager?I. The project has positive book value on the company's accounting statements.II. The value of the cash flow generated by the project exceeds the project's cost.III. The project's cash flows have acceptable levels of risk and size, but not timing.A) I onlyB) II onlyC) III onlyD) II and III onlyE) I, II, and IIIAnswer: BTopic: BUSINESS ORGANIZATIONS55. A ________________ can lose, in the extreme case, her entire personal net worth.I. common stockholderII. limited partnerIII. general partnerIV. sole proprietorA) I onlyB) I and II onlyC) III and IV onlyD) II, III, and IV onlyE) II and III onlyAnswer: CTopic: FINANCIAL MANAGEMENT56. The total market value of the firm's equity is determined by ________________.A) the firm's accountantsB) the firm's managementC) investors in the stock marketD) investors in the bond marketE) regulators at the Securities and Exchange Commission (SEC)Answer: CTopic: AGENCY COSTS57. Of the following, which statement regarding agency costs is true?A) An agency problem exists when there is a conflict of interest between the stockholders andmanagement of a firm.B) An agency problem does not exist when there are conflicts of interest between principals andagents.C) An indirect agency cost occurs when firm management takes on risky projects that favorablyaffect the stock price, even though the managers are worried about keeping their jobs.D) A corporate expenditure that benefits stockholders but harms management is an agency cost.E) Agency costs are directly observable in the stock market.Answer: AIII. PROBLEMSNot applicable for Chapter 1IV. ESSAYSTopic: FINANCIAL MANAGEMENT58. List and briefly describe the three basic questions a financial manager must be concerned with.Answer:The three areas are: 1. Capital budgeting: The financial manager tries to identify investmentopportunities that are worth more to the firm than they cost to acquire. 2. Capital structure: This refers to the specific mixture of long-term debt and equity a firm uses to finance its operations.3.Working capital management: This refers to a firm's short-term assets and short-term liabilities.Managing the firm's working capital is a day-to-day activity that ensures the firm has sufficient resources to continue its operations and avoid costly interruptions.Topic: BUSINESS ORGANIZATIONS59. Why is the corporate form of business organization considered to be more important than soleproprietorships or partnerships?Answer:The importance of the corporate form of organization lies in its advantages: ease of transferring ownership, the owners' limited liability for business debts, and unlimited life of the business.Topic: BUSINESS ORGANIZATIONS60. If the corporate form of business organization has so many advantages over the corporate form,why is it so common for small businesses to initially be formed as sole proprietorships?Answer:A significant advantage of the sole proprietorship is that it is cheap and easy to form. If the soleproprietor has limited capital to start with, it may not be desirable to spend part of that capital forming a corporation. Also, limited liability for business debts may not be a significant advantage if the proprietor has limited capital, most of which is tied up in the business anyway. Finally, for a typical small business, the heart and sole of the business is the person who founded it, so the life of the business may effectively be limited to the life of the founder during its early years.Topic: FINANCIAL MANAGEMENT GOAL61. What should be the goal of the financial manager of a corporation? Why?Answer:The correct goal is to maximize the current value of the outstanding stock. This focuses correctly on enhancing the returns to shareholders, the owners of the firm. Other goals, such as maximizing earnings, focus too narrowly on accounting income and ignore the importance of market values in managerial finance.Topic: AGENCY THEORY62. Do you think agency problems arise in sole proprietorships and/or partnerships?Answer:Agency conflicts typically arise when there is a separation of ownership and management of a business. In a sole proprietorship and a small partnership, such separation is not likely to exist to the degree it does in a corporation. However, there is still potential for agency conflicts. For example, as employees are hired to represent the firm, there is once again a separation of ownership and management.Topic: BUSINESS ORGANIZATIONS63. When the Small Business Administration (SBA) makes a loan to a sole proprietorship, it typicallyrequires life insurance be carried on the business owner in an amount sufficient to cover the loan.Why might the SBA demand such coverage?Answer:The SBA knows that the heart of a small business is the existence of the owner. If the owner dies, it is likely the business will be severely harmed. Thus, the SBA wants to get out in the case of such a tragedy. This also underscores the limited life of the sole proprietorship.Topic: LIMITED LIABILITY64. Assume for a moment that the stockholders in a corporation have unlimited liability for corporatedebts. If so, what impact would this have on the functioning of primary and secondary markets for common stock?Answer:With unlimited liability, you would be very careful which stocks you invest in. In particular, you would not invest in companies you expected to be unable to satisfy their financial obligations. Both the primary and secondary markets for common stock would be severely hampered if this rule existed. It would be very difficult for a young, untested business to get enough capital to grow.Topic: FINANCIAL MANAGEMENT GOALS65. Suppose you own 100 shares of IBM stock which you intend to sell today. Since you will sell it inthe secondary market, IBM will receive no direct cash flows as a consequence of your sale. Why, then, should IBM's management care about the price you get for your shares?Answer:The current market price of IBM stock reflects, among other things, market opinion about the quality of firm management. If the shareholder's sale price is low, this indirectly reflects on the reputation of the managers, as well as potentially impacting their standing in the employment market. Alternatively, if the sale price is high, this indicates that the market believes currentmanagement is increasing firm value, and therefore doing a good job.Topic: TRANSFER OF OWNERSHIP IN A CORPORATION66. One thing lenders sometimes require when loaning money to a small corporation is an assignmentof the common stock as collateral on the loan. Then, if the business fails to repay its loan, theownership of the stock certificates can be transferred directly to the lender. Why might a lender want such an assignment? What advantage of the corporate form of organization comes into playhere?Answer:In the event of a loan default, a lender may wish to liquidate the business. Often it is timeconsuming and difficult to take title of all of the business assets individually. By taking control ofthe stock, the lender is able to sell the business simply by reselling the stock in the business. This illustrates once again the ease of transfer of ownership of a corporation.Topic: EXCHANGE LISTINGS67. Why might a corporation wish to list its shares on a national exchange such as the NYSE asopposed to a regional exchange? How about being traded OTC?Answer:Being listed on a regional exchange effectively limits the capital access for the business. Plus, there is a prestige factor in being listed on one of the national exchanges. There is still a prestige factor in moving from OTC to NYSE since the NYSE has more restrictive membership requirements.However, the lure of greater prestige certainly hasn't prompted some major corporations, such as Microsoft and Apple Computer, to move to the NYSE.。
财务会计英语常用单词.
A部AAA 美国会计学会Abacus 《算盘》杂志abacus 算盘Abandonment 废弃,报废;委付abandonment value 废弃价值abatement ①减免②冲销ability to service debt 偿债能力abnormal cost 异常成本abnormal spoilage 异常损耗above par 超过票面价值above the line 线上项目absolute amount 绝对数,绝对金额absolute endorsement 绝对背书absolute insolvency 绝对无力偿付absolute priority 绝对优先求偿权absolute value 绝对值absorb 摊配,转并absorption account 摊配账户,转并账户absorption costing 摊配成本计算法abstract 摘要表abuse 滥用职权abuse of tax shelter 滥用避税项目ACCA 特许公认会计师公会accelerated cost recovery system 加速成本收回制度accelerated depreciation method 加速折旧法,快速折旧法acceleration clause 加速偿付条款,提前偿付条款acceptance ①承兑②已承兑票据③验收acceptance bill 承兑票据acceptance register 承兑票据登记簿acceptance sampling 验收抽样access time 存取时间accommodation 融通accommodation bill 融通票据accommodation endorsement 融通背书account ①账户,会计科目②账簿,报表③账目,账项④记账accountability 经营责任,会计责任accountability unit 责任单位Accountancy 《会计》杂志accountancy 会计accountant 会计员,会计师accountant general 会计主任,总会计accounting in charge 主管会计师accountant,s legal liability 会计师的法律责任accountant,s report 会计师报告accountant,s responsibility 会计师职责account form 账户式,账式accounting ①会计②会计学accounting assumption 会计假定,会计假设accounting basis 会计基准,会计基本方法accounting changes 会计变更accounting concept 会计概念accounting control 会计控制accounting convention 会计常规,会计惯例accounting corporation 会计公司accounting cycle 会计循环accounting data 会计数据accounting doctrine 会计信条accounting document 会计凭证accounting elements 会计要素accounting entity 会计主体,会计个体accounting entry 会计分录accounting equation 会计等式accounting event 会计事项accounting exposure 会计暴露,会计暴露风险accounting firm 会计事务所Accounting Hall of Fame 会计名人堂accounting harmonization 会计协调化accounting identity 会计恒等式accounting income 会计收益accounting information 会计信息accounting information system 会计信息系统accounting internationalization 会计国际化accounting journals 会计杂志accounting legislation 会计法规accounting manual 会计手册accounting objective 会计目标accounting period 会计期accounting policies 会计政策accounting postulate 会计假设accounting practice 会计实务accounting principle 会计原则Accounting Principle Board 会计原则委员会accounting procedures 会计程序accounting profession 会计职业,会计专业accounting rate of return 会计收益率accounting records 会计记录,会计簿籍Accounting Review 《会计评论》accounting rules 会计规则Accounting Series Release 《会计公告文件》accounting service 会计服务accounting software 会计软件accounting standard 会计标准,会计准则accounting standardization 会计标准化Accounting Standards Board 会计准则委员会(英)Accounting Standards Committee 会计准则委员会(英) accounting system ①会计制度②会计系统accounting technique 会计技术accounting theory 会计理论accounting transaction 会计业务,会计账务Accounting Trend and Techniques 《会计趋势和会计技术》accounting unit 会计单位accounting valuation 会计计价accounting year 会计年度accounts 会计账簿,会计报表account sales 承销清单,承销报告单accounts payable 应付账款accounts receivable 应收账款accounts receivable aging schedule 应收账款账龄分析表accounts receivable assigned 已转让应收账款accounts receivable collection period 应收账款收款期accounts receivable discounted 已贴现应收账款accounts receivable financing 应收账款筹资,应收账款融资accounts receivable management 应收账款管理accounts receivable turnover 应收账款周转率,应收账款周转次数accretion 增殖accrual basis accounting 应计制会计,权责发生制会计accrued asset 应计资产accrued expense 应计费用accrued liability 应计负债accrued revenue 应计收入accumulated depreciation 累计折旧accumulated dividend 累计股利accumulated earnings tax 累积盈余税,累积收益税accumulation 累积,累计acid test ratio 酸性试验比率acquired company 被盘购公司,被兼并公司acquisition 购置,盘购acquisition accounting 盘购会计acquisition cost 购置成本acquisition decision 购置决策acquisition excess 盘购超支acquisition surplus 盘购盈余across-the-board 全面调整ACT 预交公司税act 法案,法规action 起诉,诉讼active account 活动账户active assets 活动资产activity 业务活动,作业activity account 作业账户activity accounting 作业会计activity ratio 业务活动比率activity variance 业务活动量差异act of bankruptcy 破产法act of company 公司法act of God 天灾,不可抗力actual capital 实际资本actual value 实际价值actual wage 实际工资added value 增值added value statement 增值表added value tax 增值税addition 增置,扩建additional depreciation 附加折旧,补提折旧additional paid-in capital 附加实缴资本additional tax 附加税adequate disclosure 充分披露adjunct account 附加账户adjustable-rate bond 可调整利率债券adjusted gross income 调整后收益总额,调整后所得总额adjusted trial balance 调整后试算表adjusting entry 调整分录adjustment 调整adjustment account 调整账户adjustment bond 调整债券administrative accounting 行政管理会计administrative budget 行政管理预算administrative expense 行政管理费用ADR 资产折旧年限幅度ad valorem tax 从价税advance 预付款,垫付款advance corporation tax 预交公司税advances from customers 预收客户款advance to suppliers 预付货款adventure 投机经营,短期经营adverse opinion 反面意见,否定意见adverse variance 不利差异,逆差advisory services 咨询服务affiliated company 联营公司affiliation 联营after closing trial balance 结账后试算表after cost 售后成本after date 出票后兑付after sight 见票后兑付after-tax 税后AGA 政府会计师联合会age 寿命,账龄,资产使用年限age allowance 年龄减免age analysis 账龄分析agency 代理,代理关系agency commission 代理佣金agency fund 代管基金agenda 议事日程,备忘录agent 代理商,代理人aggregate balance sheet 合并资产负债表aggregate income statement 合并损益表AGI 调整后收益总额,调整后所得总额aging of accounts receivable 应收账款账龄分析aging schedule 账龄表agio 贴水,折价agiotage 汇兑业务,兑换业务AGM 年度股东大会agreement 协议agreement of partnership 合伙协议AICPA 美国注册公共会计师协会AIS 会计信息系统all capital earnings rate 资本总额收益率all-inclusive income concept 总括收益概念allocation 分摊,分配allocation criteria 分配标准allotment ①分配,拨付②分配数,拨付数allowance ①备抵②折让③津贴allowance for bad debts 呆账备抵allowance for depreciation 折旧备抵账户allowance method 备抵法all-purpose financial statement 通用财务报表,通用会计报表alpha risk 阿尔法风险,第一种审计风险altered check 涂改支票alternative accounting methods 可选择性会计方法alternative proposals 替代方案,备选方案amalgamation 企业合并American Accounting Association 美国会计学会American depository receipts 美国银行证券存单,美国银行证券托存收据American Institute of Certified Public Accountants 美国注册会计师协会,美国注册公共会计师协会American option 美式期权American Stock Exchange 美国股票交易所amortization ①摊销②摊还amortized cost 摊余成本amount 金额,合计amount differ 金额不符amount due 到期金额amount of 1 dollar 1元的本利和analysis 分析analyst 分析师analytical review 分析性检查annual audit 年度审计annual closing 年度结账annual general meeting 年度股东大会annualize 按年折算annualized net present value 折算年度净现值annual report 年度报告annuity 年金annuity due 期初年金annuity in advance 预付年金annuity in arrears 迟付年金annuity method of depreciation 年金折旧法antedate 填早日期anticipation 预计,预列anti-dilution clause 防止稀释条款anti-pollution investment 消除污染投资anti-profiteering tax 反暴利税anti-tax avoidance 反避税anti-trust legislation 反拖拉斯立法A/P 应付账款APB 会计原则委员会APB Opinion 《会计原则委员会意见书》Application 申请,申请书applied overhead 已分配间接费用appraisal 估价appraisal capital 评估资本appraisal surplus 估价盈余appraiser 估价员,估价师appreciation 增值appropriated retained earnings 已拨定留存收益,已指定用途留存收益appropriation 拨款,指拨经费appropriation account ①拨款账户②留存收益分配账户appropriation budget 拨款预算approval 核定,审批approved account 核定账户approved bond 核定债券A/R 应收账款arbitrage 套利,套汇arbitrage transaction 套利业务,套汇业务arbitration 仲裁,公断arithmetical error 算术误差arm,s-length price 正常价格,公正价格arm,s-length transaction 一臂之隔交易,正常交易ARR 会计收益率arrears ①拖欠,欠款②迟付arrestment 财产扣押Authur Anderson & Co. 约瑟?安德森会计师事务所,安达信会计师事务所article 文件条文,合同条款articles of incorporation 公司章程articles of partnership 合伙契约articulate 环接articulated concept 环接观念artificial intelligence 人工智能ASB 审计准则委员会ASE 美国股票交易所Asian Development Bank 亚洲开发银行Asian dollar 亚洲美元asking price 索价,卖方报价assessed value 估定价值assessment ①估定,查定②特别税捐,特别摊派税捐asset 资产asset cover 资产担保,资产保证asset depreciation range 资产折旧年限幅度asset-liability view 资产—负债观念asset quality 资产质量asset retirement 资产退役,资产报废asset revaluation 资产重估价asset stripping 资产剥离,资产拆卖asset structure 资产结构asset turnover 资产周转率asset valuation 资产计价assignment of accounts receivable 应收账款转让associated company 联属公司,附属公司Association of Government Accounting 政府会计师协会assumed liability 承担债务,承付债务AT 税后at cost 按成本at par 按票面额,平价at sight 见票兑付,即期兑付attached account 被查封账户attachment 扣押,查封attest 证明,验证attestation 证明书,鉴定书audit 审核,审计auditability 可审核性audit committee 审计委员会audit coverage 审计范围audited financial statement 审定财务报表,审定会计报表audit evidence 审计证据,审计凭证Audit Guides 《审计指南》auditing ①审计②审计学auditing procedure 审计程序auditing process 审计过程auditing standard 审计标准,审计准则Auditing Standards Board 审计准则委员会Auditor 审计员,审计师auditor general 审计主任,总审计auditor,s legal liability 审计师法律责任auditor,s opinion 审计师意见书auditor,s report 审计师报告,查账报告audit program 审计工作计划audit report 审计报告audit risk 审计风险audit sampling 审计抽样audit software 审计软件audit test 审计抽查audit trail 审计脉络,审计线索audit working paper 审计工作底稿authorized capital stock 核定股本,法定股本automated clearing house 自动票据交换所automated teller machine 自动取款机automatic transfer service 自动转账服务available asset 可用资产available inventory 可用存货average balance 平均余额average collection period 平均收款期average cost 平均成本average-cost method 平均成本法average inventory 平均存货,平均库存average life 平均寿命,平均使用年限average payment period (of accounts payable) 应付账款平均付款期average rate of return 平均收益率averages 股票价格平均指数avoidable cost 可避免成本B部back charge 欠费费用back date 倒填日期,填早日期backed bill 背书票据back-end load 后期负担backer ①票据担保人②财务支持人backlog depreciation 欠提折旧back order 欠交订货back pay 欠付工资back tax 欠交税款back-to-back credit 对开信用证back-to-back loan 对销贷款back wardation 倒价backward integration 逆向合并bad check 空头支票bad debt 呆账,呆账账户bad debt account 呆账账户bad debt expense 呆账费用bad debt ratio 呆账比率bad debt recovery 呆账收回bailment 寄销,寄托bailout 抽资bailout period 投资返还期balance ①余额②平衡balance budget 平衡预算balance due 结欠余额balance fund 平衡基金balance of account 账户余额balance of payment 国际收支差额balance of retained earnings 留存收益余额balance sheet 资产负债表balance sheet account 资产负债表账户balance sheet analysis 资产负债表分析balance sheet audit 资产负债表审计balance sheet date 结账日期balance sheet ratio 资产负债表比率balance sheet total 资产负债表总额balloon payment 漂浮式付款bank 银行bank(er,s) acceptance 银行承兑,银行承兑汇票bank balance 银行存款余额bankbook 存折bank charge 银行手续费bank checking account 银行支票账户,银行活期存款账户bank confirmation 银行证明信函bank credit 银行信用,银行信贷bank custody 银行保险库bank draft 银行汇票banker ①银行家②银行bank failure 银行倒闭bank loan 银行贷款bank overdraft 银行透支bank reconciliation statement 银行对账单,银行存款调节表bank reference 银行征信信函bank run 银行挤兑bankruptcy 破产bankruptcy act 破产法bankruptcy cost 破产成本bankruptcy court 破产法院bankruptcy prediction 破产判断Bankruptcy Reform Act of 1978 1978年破产改革法bank transfer 银行汇兑业务,银行转账业务bargain ①合同,谈判②廉价货bargain money 定金bargain purchase option 承租人优先购置权bargain renewed option 承租人优先续租权bargain sale 廉价销售barometers 经济晴雨表,经济指标barometers stock 晴雨表股票barter 以货易货barter transaction 易货业务base 基数base period 基期base price 基价base rate 基础利率base stock 基础存量BASIC 基础语言basic earnings per share 每股基础收益basis 基准basis of accounting 会计基准,会计方法basis of taxation 计税基准basis point 基点basket purchase 整套采购,总价采购batch costing 分批成本计算法batch processing 分批处理,分批数据处理B/D 过次页B/E 汇票BE analysis 损益分界分析,保本分析bear ①承担,负担②卖空者,空头bearer 持票人bearer bond 不记名债券bearer draft 不记名汇票bear interest 附息,负担利息bear market 熊市,下跌行情bear squeeze 榨空头beating the market 战胜股市before-separation cost 分离前成本before-tax income 税前收益Beginners All-purpose Symbolic Instruction Code 基础语言,初学者通用符号指令语言beginning balance 期初余额beginning inventory 期初存货bellwether security 领头证券,龙头证券below par 低于票面价值below the line 线下项目beneficial interest 受益人权益beneficial owner 受益权人beneficiary 受益人,受款人,受赔人benefit ①效益,利益②福利金,津贴benefit-cost analysis 效益成本分析benefit-cost ratio 效益成本比率benefit fund 福利基金benefit in kind 实物福利benefit system 职工福利制度best-efforts agreement 证券尽力推销协议beta coefficient 贝塔系数beta risk 贝塔风险,第二种类型误差betterment 改造投资,改造工程投资B/F 余额承前Bias 偏差,偏向性bid ①买价②投标bid bond 投标保证金bid price ①买方出价,买价②投标价格big bath 巨额冲销Big Board 大证券交易所Big Five 五大会计师事务所bill ①汇票,票据②通知单,清单③账单,发货票billing 开发票,开账单billing clerk 开票员bill of entry 报关单bill of exchange 汇票bill of lading 提货单,提单bill of materials 用料单bill of sales 销货清单,卖据bills payable 应付票据bills receivable 应收票据B/L 提货单black market 黑市black money 黑钱blank bill of lading 不记名提货单blank check 空白支票blank endorsement 不记名背书blanket mortgage 总括抵押blanket order 总括订货单blanket price 总括价格blind entry 失实分录,未加说明的分录blind purchase 盲目采购blue-chip 蓝筹码股票,热门股票blue-sky laws 蓝天法,股票发行控制法board chairman 董事长board minutes 董事会会议记录board of directors 董事会board of trade 同业公会,商会bond ①债券②保证书,保证金③忠诚保证bond conversion 债券兑换bond discount 债券折价bonded goods 保税货物bonded warehouse 保税仓库bond financing 债券筹资bondholder 债券持有人bond indenture 债券信托契约,债券契约bonding company 忠诚担保公司bond issue cost 债券发行成本bond premium 债券溢价bond rating 评定债券等级bonds outstanding 流通在外债券,未偿付债券bonds payable 应付公司债券bond yield 债券收益率bonus 奖金,红利bonus issue 发行红利股book ①账簿②账面的③记账book audit 账簿审计book balance 账面余额book inventory 账面存货,账面盘存bookkeeper 簿记员,记账员bookkeeping ①簿记,记账②簿记学book of final entry 终结分录账簿book of orginal entry 原始分录账簿book profit 账面利润,账面盈利book rate of return 账面收益率books of accounts 账簿book value 账面价值book value per share 每股账面价值boot 补价borrowing 借贷,借款borrowing power 借款能力bottom line 损益表底线,最终财务成果B/R 应收票据branch 分支机构,分店branch accounting 分支机构会计,分店会计branch current account 分支机构往来账户,分店往来账户branch ledger 分支机构分类账brand name 牌号名称,商标名称breach of contract 违约,违反合同breach of trust 违反信托breakdown 分解,按细目分类break-even analysis 损益分界分析,损益平衡分析break-even chart 损益分界图表,损益平衡图表break-even point 损益分界点,损益平衡点break-up value 拆卖价值bribes and kickbacks 贿赂和回扣bridging loan 过渡性贷款British Accounting Association 英国会计学会broker 经纪人brokerage 经纪人佣金brought down 入次页,过次页brought forward 承前页budget 预算budgetary control 预算控制budget decision 预算决策bugeting 预算编制budget management 预算管理budget variance 预算差异buffer stock 保险库存,缓冲存货bull ①买空②买空者,多头bullion 金银块,金银条bull market 牛市,涨市burden 间接费用burden rate 间接费用率business ①商业,工商业②企业③经营,营业business accounting 企业会计business barometer 工商业指标business combination 企业合并business cycle 商业周期,商业循环business environment 企业环境business failure 经营失败business income 企业收益,营业收益business risk 经营风险,营业风险business segment 企业分部business transaction 企业交易,营业业务business trust 企业经营信托buy and hold decision 购入和持存决策buyer,s credit 买方信贷buying expense 进货费用buyout 收购股权,收购控制股权buy over 收买,贿赂bylaws 公司章程细则by-product 副产品C部CA 特许会计师cable transfer 电汇calculation 计算calculator 计算器calendar year 日历年度call ①期前偿还,期前兑回②催交股款③买方期权callable bond 可提前兑回债券callable preferred stock 可提前兑回优先股call loan 活期拆放贷款call option 股票购买期权call premium 提前兑回溢价call price 提前兑回价格call provision 提前兑回条款cancelable lease 可取消租约cancelled check 注销支票C & F 货价加运费C & I 货价加保险费capacity ①生产能力②偿债能力capacity cost 生产能力成本,经营能力成本capacity to borrow 借款能力capacity to contract 订约能力,订约资格capital 资本金,资本capital account 资本账户capital addition 资本增置capital allowance 资本减免capital and liabilities ratio 资本负债比率capital appreciation 资本升值capital asset 资本性资产capital asset pricing model 资本性资产计价模型capital authorized 额定资本,法定资本capital budget 资本预算capital cost 资本成本capital deficit 资本亏绌capital expenditure 资本支出capital gain 资本利得,资本收益capital impairment 资本减损capital intensive 资本密集capital investment 资本投资capital investment appraisal 资本投资评价capitalization 资本化capitalization of earnings 收益资本化capitalization of interest 利息资本化capitalized value 资本化价值capital lease 资本租赁capital leverage 资本杠杆作用capital loss 资本损失capital maintenance concept 资本保持概念,资本维护概念capital market 资本市场capital market line 资本市场贝塔风险线capital outlay 资本支出capital-output ratio 资本产值比率capital paid-in 实缴股本,投入股本capital rationing 资本分配capital reorganization 资本改组capital reserve 资本公积金capital return 资本收益率,投资回收率capital stock 股本capital stock outstanding 发行股本,流通在外股本capital stock premium 股本溢价capital stock subscriptions 认购股本capital structure 股本结构capital structure decision 资本结构决策capital surplus 资本盈余capital turnover 资本周转率capital verification 资本验证,验资CAPM 资本性资产计价模型carried interest 附带权益carry back 结转前期扣减,移前扣减carrying cost 置存成本,储存成本carrying value ①置存价值②抵押品价值carry over ①结转下期扣减,移后扣减②结转库存,滚存量CASB 成本会计准则委员会cash ①现金②兑现cashability 变现能力cash account 现金账户cash asset 现金资产cash audit 现金审计cash basis accounting 现金收付制会计,收付实现制会计cash bonus 现金红利cash break-even analysis 现金损益分界分析cash budget 现金预算cash cow 现金母牛cash deficit 现金亏绌cash disbursement journal 现金支出日记账cash discount 现金折扣cash dividend 现金股利cash equivalent 现金等价物cash equivalent value 现金等值cash flow ①现金流转②现金流量cash flow statement 现金流转表,现金流量表cash-flow to capital-expenditure ratio 现金流量对资本支出比率cash-flow to total-debt ratio 现金流量对负债总额比率cash forecast 现金预测cashier 出纳员cashier,s check 银行本票cash in transit 在途现金cash journal 现金日记账cash on delivery 货到付现cash on hand 库存现金cash position 现金状况,现金头寸cash receipts journal 现金收入日记账cash records 现金记录cash sale 现金销售cash shortages and overages 现金缺溢cash statement 现金报表cash turnover ratio 现金周转率cash with order 现金订货,订货现金casting 加总,合计casual audit 临时审计CBA 成本效益分析CCA 现时成本会计CD 存款单ceiling 最高限额ceiling price 最高限价central bank 中央银行centralization 集中经营,集权certainty 确定性certainty decision 确定性决策certainty equivalent 确定等值certainty equivalent coefficient 确定等值系数certificate of capital verification 验资证明书certificate of deposit 存款单certificate of incorporation 公司登记执照,公司注册证书certificate of indebtedness 借据certificate of protest 拒付证明书certified accountant 注册会计师certified check 保付支票certified data processor 注册数据处理师certified financial planners 注册财务计划师certified financial statement 已审核财务报表,已审核会计报表certified information system auditor 注册信息系统审计师certified internal auditor 注册内部审计师certified management accountant 注册管理会计师certified public accountant 注册公共会计师certifying officer 签付员chain discount 连锁折扣chain liquidation 连续清算chairman of the board of director 董事长chairman,s report 董事长报告change fund 找零备用金changing prices accounting 物价变动会计charge ①费用②借记,借项③赊账④留置权charge account 赊账,赊账账户charge and discharge statement 信托财产(或遗产)收支报表charge card 付款卡charge off 注销charge sale 赊销charter 执照,许可证chartered accountant 特许会计师chartered financial analyst 特许财务分析师charted financial consultant 特许财务咨询师,特许财务顾问chartist 图表分析专家chart of accounts 账户分类表,会计科目表chattel 动产chattel mortgage 动产抵押check ①支票②检查,核对check and balance system 制约平衡制度,制衡制度check cleaning 支票交换checking account 支票账户,活期存款账户check register 支票登记簿check verification 支票验证chief accountant 总会计,会计主任chief auditor 总审计,审计主任chief cashier 总出纳,出纳主任chief financial officer 财务总裁,财务总经理CHIPS 票据交换所银行内部支付系统chronological book 序时账簿CIF 到岸价格circularization 发函询证circulating asset 流动资产circulating capital 流动资本,流动资金claim 索赔classification of accounts 账户分类表classification of assets 资产分类classification of liabilities 负债分类classification of stockholders, equity 股东产权分类classified common stock 分类普通股classified trial balance 分类试算表claw back 追回税款clean ①不附带保留条件②不附其他单据③不附利息clean bill of exchange 光票汇票clean letter of credit 光票信用证clearance ①结关,报关②票据交换,清算③清仓clearance agent 报关结算代理商clearance sale 清仓减价销售clearing ①票据交换②结算clearing account ①暂记账户,过渡账户②票据交换往来账户clearing house 票据交换所clear-up cause 清理条款clerical error 笔误,记账错误clerk 办事员,职员client 客户,委托人closed account 已结账账户closed-end mutual fund 固定股份互助基金投资公司closely-held company 不公共招股公司closely-held corporation 不公共招股公司closing ①结账②收盘closing adjustment 结账调整,决算调整closing balance 期末余额closing date 结账日期,截止日期closing entry 结账分录closing price 收盘价格closing trial balance 结账试算表CM 贡献毛利,贡献毛益CMA 注册管理会计师CML 资本市场贝塔风险线COBOL 普通商业用语code ①代号,代码②法规,守则Code of Professional Ethics 《职业道德守则》coding 编码coding clerk 编码员coding of accounts 账户编码co-financing 共同融资coin 硬币coinsurance clause 共同保险条款collateral 抵押品,担保品collateral bond 抵押品担保债券,动产担保债券collateral loan 抵押品担保贷款collectibles 收藏物collection agency 收账代理商collection period 收款期collective policy 收账政策collusion 串通舞弊columnar journal 多栏式日记账combination 企业合并combined financial statement 合并财务报表,合并会计报表combined journal and ledger 合并日记分类账,日记总账comfort letter 安慰信函commercial bank 商业银行commercial bill 商业汇票commercial credit 商业信用commercial law 商法commercial paper ①商业票据②流通票据commission 佣金,手续费commitment ①承诺付款②承诺贷款commitment fee 承诺费commodity 商品,货物commodity exchange 商品交易所Common Business Oriented Language 普通商业语言common cost 共同成本common dollar 等值美元common-size statement 共同尺度报表common stock 普通股common stock equivalent 等同普通股Common Stock Index 普通股股票价格指数community of interest 共同权益,共同权益集团commuted value 折算价值company 公司company director 公司董事长company finance 公司财务company law 公司法company reserve 公司公积金company tax 公司税comparability 可比性comparative accounting 比较会计,比较会计学comparative statement 比较财务报表,比较会计报表compensating balance 补偿性存款额,存货抵销余额compensating errors 抵销性错误compensation ①报酬②补偿,赔偿compensatory stock option 补偿性购股权competitive bidding 竞争性投标compilation of financial statement 编辑财务报表,编辑会计报表complete audit 全部审计complete cycle costs 全部周期成本completed contract method 全部完工法complete transaction 完整经济业务complex capital structure 复杂资本结构complex information processing 复杂信息处理compliance audit 符合规章审计compliance test 符合规章抽查,符合性抽查composite break-even point 综合损益分界点composite depreciation 综合折旧composition 偿债协议,债务和解compound amount of 1 dollar 1元的复利终值,1元的本利和compound discount 复贴现,复折现compound entry 复合分录compound interest 复利compound interest method of depreciation 复利折旧法compound value 复利值comprehensive audit 综合审计comprehensive budget 综合预算comprehensive income 综合收益comptroller 审计长,主计长Comptroller General 总审计长compulsory audit 强制审计compulsory liquidation 强制清算COMPUSTAT 电子计算机会计数据库computed price 推算价格computer 电子计算机computer-aided audit 电子计算机辅助审计computer-aided financial management 电子计算机辅助财务管理computer conferencing 电子计算机会议computer fraud 电子计算机舞弊computerized accounting 电算会计化computer network 电子计算机网络,电子计算机互联网络computer software 电子计算机软件concealment 隐瞒,匿报concept 概念conceptual framework 概念构架,概念体系concern 企业,商号concession ①特许,特许权②折让,优惠condensed balance sheet 简明资产负债表condensed income statement 简明损益表conditional acceptance 附加条件承兑conditional bond 附条件债券confidential information 机密信息,机密资料confirmation letter 询证信函,查证信函confirmed letter of credit 保兑信用证confiscated goods 没收货物,充公货物confiscation 没收,充公conflict of interest 公私利益冲突,借公营私conglomerate combination 跨行业企业合并conglomerate company 跨行业公司,集团公司conglomerate financial statement 集团公司财务报表,集团公司会计报表conservatism ①保守性②稳健性consignment 寄销,寄托consignment account 寄销账户consistency 一致性consolidated financial statement 合并财务报表,合并会计报表consolidation 创立合并consolidation goodwill 合并商誉consortium 国际财团,国际银团consortium project 国际财团投资项目constant price 不变价格constant purchase power accounting 不变购买力会计constituent company 子公司,成员公司construction contract accounting 建筑合同会计construction work in process 在建工程constructive dividend 推定股利constructive fraud 推定欺诈constructive receipt 推定收入consular invoice 领事签证发货票consultant 咨询师,顾问consultant fee 咨询费Consultative Committee of Accounting Bodies 会计团体协商委员会consumed cost 耗用成本Consumer Price Index 消费品物价指数Continental European accounting 欧洲大陆会计contingency 意外事项,或有事项contingency account 意外准备账户contingency financial plan 应急财务计划contingent gain 或有收益,或有利得contingent loss 或有损失continuing account 连续账户,结转账户continuing appropriation 连续拨款,连续经费continuing investment 连续投资continuing professional education 专业进修教育,专业连续教育continuing security 连续担保continuity postulate 连续经营假设continuous audit 连续审计continuous budget 连续预算,滚动预算continuous inventory 连续盘存contra account 抵销账户contract 合同contract labor 合同工contractor ①定约人②承包商contract price 合同价格contra entry 对销分录contributed capital 实缴股本contributed capital in excess of par value 实缴股本的股票溢价contribution ①缴入股本②分担费用③贡献毛利④捐献,捐款contribution approach to pricing 贡献毛利法定价contribution margin 献毛益,贡献毛利contribution margin income statement 贡献毛利损益表contribution margin ratio 贡献毛利率contributory pension plan 分担退休金计划control ①控制②管制control account 统制(统驭)账户controllable cost 可控制成本controlled accounts 被统制账户controlled company 受控公司,子公司controller 会计长,主计长controlling company 控制公司controlling-company accounting 控制公司会计controlling interest 控制股权,多数股权convention 惯例,常规conventional accounting 常规会计conventional costing 常规成本计算法conventional income statement 常规损益表conversion ①兑换②换算,折算conversion price 兑换价格conversion rate 兑换率,折算率convertible bond 可兑换债券convertible preferred stock 可兑换优先股conveyance 转让,转让证书cook 窜改账目cooked books 假账coownership company 共有公司coownership of property 共有财产copyright 版权copyright royalty 稿费,版税corporate accounting 公司会计corporate bond 公司债券corporate charter 公司执照corporate finance 公司财务corporate joint venture 合资经营公司,合资公司corporate raider 公司侵夺者corporate readjustment 公司账务重新调整corporate reorganization 公司重组,公司改组Corporate Report 《公司报告》corporate risk 公司风险corporation 公司,股份公司corpus 本金correcting entry 更正分录correspondent ①客户,往来商号②代理银行corruption 贿赂,行贿cost ①成本②耗费,花费cost absorption 成本摊配,成本转并cost accountant 成本会计师cost accounting 成本会计Cost Accounting Standards 《成本会计准则》cost accounts 成本账户cost allocation 成本分摊,成本分配cost analysis 成本分析cost and freight 货价加运费价格cost and insurance 货价加保险费价格cost audit 成本审计cost basis 成本基准cost-benefit analysis 成本效益分析cost center 成本中心cost classification 成本分类cost control 成本控制cost distribution 成本分摊,成本分配cost flow 成本流转costing 成本计算法cost, insurance and freight 到岸价格cost ledger 成本分类账cost object 成本对象cost of capital 资本成本cost of goods manufactured 制造成本,半成品成本cost of good sold 销货成本cost of living adjustment 按生活费用调整cost of sales 销货成本cost or market, whichever is lower 成本与市价孰低法cost-plus pricing 成本加成计价法cost principle 成本原则cost records 成本记录cost report 成本报告cost sheet 成本单,成本计算单cost variance analysis 成本差异分析cost-volume-profit analysis 成本—销量—利润分析counterfeit money 伪造货币countermand 止付,挂失countersign 会签coupon 息票coupon bond 息票债券Court of Bankruptcy 破产法院。
美国示范商业公司法(中英文对照)
MODEL BUSINESS CORPORATION ACT示范商业公司法CHAPTER 1GENERAL PROVISIONS第一章总则Subchapter A. SHORT TITLE AND RESERVATION OF POWER第一节简称和权力的保留§ 1.01. Short title 简称§ 1.02. Reservation of power to amend or repeal 保留修订和废除本法的权力Subchapter B. FILING DOCUMENTS第二节文件的提交§ 1.20. Requirements for documents; extrinsic facts 申请条件与外部事实§ 1.21. Forms 表格§ 1.22. Filing, service, and copying fees 申报费、服务费以及复印费§ 1.23. Effective time and date of document 文件生效时间与日期§ 1.24. Correcting filed document 对已申请文件的纠正§ 1.25. Filing duty of secretary of state 州务卿的备案归档职责§ 1.26. Appeal from secretary of state's refusal to file document 对州务卿拒绝接受文件归档时的上诉§ 1.27. Evidentiary effect of copy of filed document 已归档文件副本的证据效力§ 1.28. Certificate of existence 关于公司存续的证明书§ 1.29. Penalty for signing false document 对签署假文件的惩罚Subchapter C. SECRETARY OF STATE第三节州务卿§ 1.30. Powers 州务卿的权力Subchapter D. DEFINITIONS第四节定义§ 1.40. Act definitions 本法案中的定义§ 1.41. Notice 通知§ 1.42. Number of shareholders 股东人数Subchapter A.SHORT TITLE AND RESERVATION OF POWER§ 1.01. SHORT TITLE第一节简称和权力保留§ 1.01. 简称This Act shall be known and may be cited as the "[name of state] Business Corporation Act."本法应称为并引用为《（州的名称）公司法》。
英文合同概述
盖印合同：contract under seal
连带合同：joint and several contract
附条件合同：conditional contract
推定合同：constructive contract
投资合同：investment contract
无限制合同：open end contract
许可协议：licensing agreement
代理协议：agency agreement
保险合同：insurance contract
融资协议：financing agreement
保理合同：factoring contract
外包合同：outsourcing agreement
提存协议：escrow/deposit agreement
服务合同：service agreement
风险投资管理协议：venture capital management agreement
合伙协议：partnership agreement
股权转让协议：share transfer agreement
框架性协议/意向性协议/合作意向书：heads of agreement,简称HOA或memorandum of agreement,简称MOA
意向书：letter of intent,简称LOI
初步协议：preliminary agreement
君子协议：gentlemen's agreement
订单：order
章程：articles of association (中国常用表述法)或 articles of incorporation
股东协议英文名称
股东协议英文名称Shareholders' AgreementThis Shareholders' Agreement (the "Agreement") is made and entered into as of [insert date] (the "Effective Date"), by and between [insert name of shareholder 1], with a business address at [insert address], [insert city], [insert province], China, ("Shareholder 1") and [insert name of shareholder 2], with a business address at [insert address], [insert city], [insert province], China, ("Shareholder 2"), collectively referred to as the "Parties."RECITALSWHEREAS, the Parties each currently hold shares in the capital stock of [insert name of company], a corporation incorporated and existing under the laws of the People's Republic of China (the "Company"); andWHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the ownership of such shares and the management of the Company.NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:ARTICLE I. DEFINITIONSAs used in this Agreement, the following terms shall have the meanings set forth below:1.1 "Articles of Incorporation" means the articles of incorporation of the Company, as amended from time to time.1.2 "Board of Directors" means the board of directors of the Company.1.3 "Business Day" means any day that is not a Saturday, Sunday, or legal holiday in the People's Republic of China.1.4 "China" means the People's Republic of China.1.5 "Company" means [insert name of company], a corporation incorporated and existing under the laws of China.1.6 "Share" means any share of common stock of the Company.1.7 "Shareholder" means each of Shareholder 1 and Shareholder 2, separately.1.8 "Significant Event" means any of the following: (i) the merger or consolidation of the Company with another corporation or entity; (ii) the sale, transfer, or disposition of all or substantially all of the Company's assets; (iii) a change in control of the Company; or (iv) the Company's entry into a material transaction not in the ordinary course of business as determined in accordance with generally accepted accounting principles.ARTICLE II. SHARE OWNERSHIP2.1 Share Ownership. The Parties each own the number of shares of the Company's common stock set forth opposite their respective names on Schedule A attached hereto.2.2 Stock Certificates. The Company shall issue stock certificates to each Shareholder representing the shares of common stock owned by such Shareholder in accordance with the Articles of Incorporation.2.3 Transfer of Shares. Except as provided in this Agreement, no Shareholder shall transfer, sell, pledge, hypothecate, or otherwise dispose of any of its shares of common stock of the Company without the prior written consent of the other Shareholder.2.4 Right of First Refusal. If a Shareholder (the "Selling Shareholder") desires to sell, transfer, pledge, hypothecate, or otherwise dispose of any of its shares of common stock of the Company (the "Offered Shares"), the Selling Shareholder must first offer the Offered Shares to the other Shareholder (the "Non-Selling Shareholder") on the same terms and conditions offered to any third party. The Non-Selling Shareholder shall have the right to purchase the Offered Shares in proportion to itsthen-current ownership of the Company's common stock.2.5 Mandatory Transfer. In the event of the death, disability, or bankruptcy of a Shareholder, such Shareholder's shares ofcommon stock in the Company shall automatically be transferred to the other Shareholder.ARTICLE III. MANAGEMENT OF THE COMPANY3.1 Board of Directors. The Board of Directors shall consist of [insert number] members. The Shareholders shall elect the members of the Board of Directors as follows: Shareholder 1 shall be entitled to elect [insert number] members, and Shareholder 2 shall be entitled to elect [insert number] members.3.2 Officers. The Shareholders shall elect the officers of the Company as follows: Shareholder 1 shall be entitled to elect [insert number] officers, and Shareholder 2 shall be entitled to elect [insert number] officers.3.3 Meetings. The Board of Directors shall hold regular meetings at least [insert frequency] times per year and may hold special meetings as needed. The Company shall give notice to each Shareholder of all meetings of the Board of Directors.3.4 Quorum and Vote. A quorum of the Board of Directors shall consist of a majority of the total number of members then in office. A majority of the votes cast by the members of the Board of Directors present at a meeting at which a quorum is present shall be required for any action of the Board of Directors.ARTICLE IV. ADDITIONAL CAPITAL CONTRIBUTIONS4.1 Additional Capital Contributions. If the Company requires additional capital to fund its operations, the Parties shall berequired to contribute additional capital as follows: Shareholder 1 shall be required to contribute [insert amount], and Shareholder 2 shall be required to contribute [insert amount].4.2 Failure to Contribute. If a Shareholder fails to make its required capital contribution, the other Shareholder may either (i) contribute the full amount of the required capital contribution on behalf of the defaulting Shareholder and be entitled to all of the benefits and obligations of such contribution, or (ii) elect to dilute the defaulting Shareholder's ownership interest in the Company.ARTICLE V. TERM AND TERMINATION5.1 Term. This Agreement shall commence on the Effective Date and shall continue until the earlier of (i) the termination of the Company, or (ii) the written agreement of the Parties to terminate this Agreement.5.2 Termination. This Agreement may be terminated at any time by the written agreement of the Parties or by any Shareholder in the event of a material breach of this Agreement by the other Shareholder.ARTICLE VI. MISCELLANEOUS6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of China.6.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subjectmatter hereof and supersedes all prior negotiations, understandings, and agreements between the Parties.6.3 Amendments. This Agreement may not be amended or modified except in writing signed by both Parties.6.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Insert Name of Shareholder 1]By: ___________________________Name: _________________________Title: __________________________[Insert Name of Shareholder 2]By: ___________________________Name: _________________________Title: __________________________SCHEDULE AShareholders' OwnershipShareholder Name Number of Shares------------------------------------------------------[Insert Name ofShareholder 1] [Insert Number][Insert Name of Shareholder 2] [Insert Number]。
股票权证协议 中英文
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THESERIES C CONVERTIBLE PREFERRED STOCKOFJPAK GROUP, INC.JPAK集团公司C系列可转优先股的分配、优先权和权利证书The Articles of Incorporation of Jpak Group, Inc, a Nevada corporation (the “Company”), provide that the Company is authorized to issue ______ shares of preferred stock with a par value of $.0001. The Articlesof Incorporation provide, further, that the Board of Directors is authorized, to the extent permitted by law, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the Nevada Revised Statutes, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights and the qualifications, limitations or restrictions thereof. Pursuant to the authority conferred upon授予the Board of Directors by the Articles of Incorporation, the Board of Directors, by Unanimous Written Consent dated November 3, 2009, adopted a resolution决议providing for the designation, rights, powers and preferences and the qualifications, limitations and restrictions of no less than 8,000,000 and no more than 22,000,000 shares of Series C Convertible Preferred Stock, and that a copy of such resolution is as follows:Jpak集团公司（内华达州注册公司，“公司”）的章程规定，公司被授权发行____股优先股，票面价值每股美元0.001。
美国公司章程_中英(3篇)
第1篇第一章总则第一条公司名称本公司的名称为 [公司名称]，以下简称“公司”。
第二条公司住所公司的住所设在美国 [州名]，具体地址为 [详细地址]。
第三条公司目的公司的宗旨是：[公司宗旨，例如：开展[行业名称]业务，提高[产品/服务]的质量，满足市场需求，创造社会效益和经济效益。
]第四条公司期限公司为永久性公司，除非根据美国法律和公司章程的规定，通过特别程序解散。
第二章股东第五条股东资格凡持有公司股份的股东，均为公司股东。
第六条股东权利股东享有以下权利：1. 参加股东大会，对公司事务进行投票；2. 获取公司年度报告、财务报告等文件；3. 享有公司分红；4. 依法转让、抵押或赠与股份；5. 要求公司召开股东大会；6. 依法解散公司。
第七条股东义务股东应履行以下义务：1. 遵守公司章程；2. 按时缴纳股款；3. 不得泄露公司机密；4. 不得损害公司利益；5. 不得滥用股东权利。
第三章股份第八条股份种类公司股份分为普通股和优先股。
第九条普通股1. 普通股股东享有公司章程规定的权利，承担公司章程规定的义务；2. 普通股股东在公司解散时，按其所持股份比例分配公司剩余财产。
第十条优先股1. 优先股股东享有优先分红权，在公司解散时，优先于普通股股东分配公司剩余财产；2. 优先股股东在公司股东大会上不享有表决权。
第四章股东大会第十一条股东大会召开1. 股东大会每年至少召开一次年度股东大会；2. 在下列情况下，应召开临时股东大会：a. 股东提议；b. 董事会提议；c. 监事会提议；d. 法律、法规规定。
第十二条股东大会职权1. 通过公司章程的修改；2. 选举和罢免董事、监事；3. 审议和批准董事会、监事会的工作报告；4. 审议和批准公司的年度财务报告；5. 决定公司的经营方针和投资计划；6. 决定公司的合并、分立、解散和清算；7. 修改公司章程；8. 法律、法规规定或公司章程规定的其他职权。
第五章董事会第十三条董事会组成董事会由 [董事人数] 名董事组成，其中 [董事人数] 名为独立董事。
财务管理Chap001习题之欧阳学创编
Chapter 01Introduction to Corporate Finance Multiple Choice Questions1. The person generally directly responsible for overseeing the tax management, cost accounting, financial accounting, and information system functions is the:A. treasurer.B. director.C. controller.D. chairman of the board.E. chief executive officer.2. The person generally directly responsible for overseeing the cash and credit functions, financial planning, and capital expenditures is the:A. treasurer.B. director.C. controller.D. chairman of the board.E. chief operations officer.3. The process of planning and managing a firm's long-term investments is called:A. working capital management.B. financial depreciation.C. agency cost analysis.D. capital budgeting.E. capital structure.4. The mixture of debt and equity used by a firm to finance its operations is called:A. working capital management.B. financial depreciation.C. cost analysis.D. capital budgeting.E. capital structure.5. The management of a firm's short-term assets and liabilities is called:A. working capital management.B. debt management.C. equity management.D. capital budgeting.E. capital structure.6. A business owned by a single individual is called a:A. corporation.B. sole proprietorship.C. general partnership.D. limited partnership.E. limited liability company.7. A business formed by two or more individuals who each have unlimited liability for business debts is called a:A. corporation.B. sole proprietorship.C. general partnership.D. limited partnership.E. limited liability company.8. The division of profits and losses among the members of a partnership is formalized in the:A. indemnity clause.B. indenture contract.C. statement of purpose.D. partnership agreement.E. group charter.9. A business created as a distinct legal entity composed of one or more individuals or entities is called a:A. corporation.B. sole proprietorship.C. general partnership.D. limited partnership.E. unlimited liability company.10. The corporate document that sets forth the business purpose of a firm is the:A. indenture contract.B. state tax agreement.C. corporate bylaws.D. debt charter.E. articles of incorporation.11. The rules by which corporations govern themselves are called:A. indenture provisions.B. indemnity provisions.C. charter agreements.D. bylaws.E. articles of incorporation.12. A business entity operated and taxed like a partnership, but with limited liability for the owners, is called a:A. limited liability company.B. general partnership.C. limited proprietorship.D. sole proprietorship.E. corporation.13. The primary goal of financial management is to:A. maximize current dividends per share of the existing stock.B. maximize the current value per share of the existing stock.C. avoid financial distress.D. minimize operational costs and maximize firm efficiency.E. maintain steady growth in both sales and net earnings.14. A conflict of interest between the stockholders and management of a firm is called:A. stockholders' liability.B. corporate breakdown.C. the agency problem.D. corporate activism.E. legal liability.15. Agency costs refer to:A. the total dividends paid to stockholders over the lifetime of a firm.B. the costs that result from default and bankruptcy of a firm.C. corporate income subject to double taxation.D. the costs of any conflicts of interest between stockholders and management.E. the total interest paid to creditors over the lifetime of the firm.16. A stakeholder is:A. any person or entity that owns shares of stock of a corporation.B. any person or entity that has voting rights based on stock ownership of a corporation.C. a person who initially started a firm and currently has management control over the cash flows of the firm due to his/her current ownership of company stock.D. a creditor to whom the firm currently owes money and who consequently has a claim on the cash flows of the firm.E. any person or entity other than a stockholder or creditor who potentially has a claim on the cash flows of the firm.17. The Sarbanes Oxley Act of 2002 is intended to:A. protect financial managers from investors.B. not have any effect on foreign companies.C. reduce corporate revenues.D. protect investors from corporate abuses.E. decrease audit costs for U.S. firms.18. The treasurer and the controller of a corporation generally report to the:A. board of directors.B. chairman of the board.C. chief executive officer.D. president.E. chief financial officer.19. Which one of the following statements is correct concerning the organizational structure of a corporation?A. The vice president of finance reports to the chairman of the board.B. The chief executive officer reports to the board of directors.C. The controller reports to the president.D. The treasurer reports to the chief executive officer.E. The chief operations officer reports to the vice president of production.20. Which one of the following is a capital budgeting decision?A. determining how much debt should be borrowed from a particular lenderB. deciding whether or not to open a new storeC. deciding when to repay a long-term debtD. determining how much inventory to keep on handE. determining how much money should be kept in the checking account21. The Sarbanes Oxley Act was enacted in:A. 1952.B. 1967.C. 1998.D. 2002.E. 2006.22. Since the implementation of Sarbanes-Oxley, the cost of going public in the United States has:A. increased.B. decreased.C. remained about the same.D. been erratic, but over time has decreased.E. It is impossible to tell since Sarbanes-Oxley compliance does not involve direct cost to the firm.23. Working capital management includes decisions concerning which of the following?I. accounts payableII. long-term debtIII. accounts receivableIV. inventoryA. I and II onlyB. I and III onlyC. II and IV onlyD. I, II, and III onlyE. I, III, and IV only24. Working capital management:A. ensures that sufficient equipment is available to produce the amount of product desired on a daily basis.B. ensures that long-term debt is acquired at the lowest possible cost.C. ensures that dividends are paid to all stockholders on an annual basis.D. balances the amount of company debt to the amount of available equity.E. is concerned with the upper portion of the balance sheet.25. Which one of the following statements concerning a sole proprietorship is correct?A. A sole proprietorship is the least common form of business ownership.B. The profits of a sole proprietorship are taxed twice.C. The owners of a sole proprietorship share profits as established by the partnership agreement.D. The owner of a sole proprietorship may be forced to sellhis/her personal assets to pay company debts.E. A sole proprietorship is often structured as a limited liability company.26. Which one of the following statements concerning a sole proprietorship is correct?A. The life of the firm is limited to the life span of the owner.B. The owner can generally raise large sums of capital quite easily.C. The ownership of the firm is easy to transfer to another individual.D. The company must pay separate taxes from those paid by the owner.E. The legal costs to form a sole proprietorship are quite substantial.27. Which one of the following best describes the primary advantage of being a limited partner rather than a general partner?A. entitlement to a larger portion of the partnership's incomeB. ability to manage the day-to-day affairs of the businessC. no potential financial lossD. greater management responsibilityE. liability for firm debts limited to the capital invested28. A general partner:A. has less legal liability than a limited partner.B. has more management responsibility than a limited partner.C. faces double taxation whereas a limited partner does not.D. cannot lose more than the amount of his/her equity investment.E. is the term applied only to corporations which invest in partnerships.29. A partnership:A. is taxed the same as a corporation.B. agreement defines whether the business income will be taxed like a partnership or a corporation.C. terminates at the death of any general partner.D. has less of an ability to raise capital than a proprietorship.E. allows for easy transfer of interest from one general partner to another.30. Which of the following are disadvantages of a partnership?I. limited life of the firmII. personal liability for firm debtIII. greater ability to raise capital than a sole proprietorshipIV. lack of ability to transfer partnership interestA. I and II onlyB. III and IV onlyC. II and III onlyD. I, II, and IV onlyE. I, III, and IV only31. Which of the following are advantages of the corporate form of business ownership?I. limited liability for firm debtII. double taxationIII. ability to raise capitalIV. unlimited firm lifeA. I and II onlyB. III and IV onlyC. I, II, and III onlyD. II, III, and IV onlyE. I, III, and IV only32. Which one of the following statements is correct concerning corporations?A. The largest firms are usually corporations.B. The majority of firms are corporations.C. The stockholders are usually the managers of a corporation.D. The ability of a corporation to raise capital is quite limited.E. The income of a corporation is taxed as personal income of the stockholders.33. Which one of the following statements is correct?A. Both partnerships and corporations incur double taxation.B. Both sole proprietorships and partnerships are taxed in a similar fashion.C. Partnerships are the most complicated type of business to form.D. Both partnerships and corporations have limited liability for general partners and shareholders.E. All types of business formations have limited lives.34. The articles of incorporation:A. can be used to remove company management.B. are amended annually by the company stockholders.C. set forth the number of shares of stock that can be issued.D. set forth the rules by which the corporation regulates its existence.E. can set forth the conditions under which the firm can avoid double taxation.35. The bylaws:A. establish the name of the corporation.B. are rules which apply only to limited liability companies.C. set forth the purpose of the firm.D. mandate the procedure for electing corporate directors.E. set forth the procedure by which the stockholders elect the senior managers of the firm.36. The owners of a limited liability company prefer:A. being taxed like a corporation.B. having liability exposure similar to that of a sole proprietor.C. being taxed personally on all business income.D. having liability exposure similar to that of a general partner.E. being taxed like a corporation with liability like a partnership.37. Which one of the following business types is best suited to raising large amounts of capital?A. sole proprietorshipB. limited liability companyC. corporationD. general partnershipE. limited partnership38. Which type of business organization has all the respective rights and privileges of a legal person?A. sole proprietorshipB. general partnershipC. limited partnershipD. corporationE. limited liability company39. Financial managers should strive to maximize the current value per share of the existing stock because:A. doing so guarantees the company will grow in size at the maximum possible rate.B. doing so increases the salaries of all the employees.C. the current stockholders are the owners of the corporation.D. doing so means the firm is growing in size faster than its competitors.E. the managers often receive shares of stock as part of their compensation.40. The decisions made by financial managers should all be ones which increase the:A. size of the firm.B. growth rate of the firm.C. marketability of the managers.D. market value of the existing owners' equity.E. financial distress of the firm.41. Which one of the following actions by a financial manager creates an agency problem?A. refusing to borrow money when doing so will create losses for the firmB. refusing to lower selling prices if doing so will reduce the net profitsC. agreeing to expand the company at the expense of stockholders' valueD. agreeing to pay bonuses based on the book value of the company stockE. increasing current costs in order to increase the market value of the stockholders' equity42. Which of the following help convince managers to work in the best interest of the stockholders?I. compensation based on the value of the stockII. stock option plansIII. threat of a proxy fightIV. threat of conversion to a partnershipA. I and II onlyB. II and III onlyC. I, II and III onlyD. I and III onlyE. I, II, III, and IV43. Which form of business structure faces the greatest agency problems?A. sole proprietorshipB. general partnershipC. limited partnershipD. corporationE. limited liability company44. A proxy fight occurs when:A. the board solicits renewal of current members.B. a group solicits proxies to replace the board of directors.C. a competitor offers to sell their ownership in the firm.D. the firm files for bankruptcy.E. the firm is declared insolvent.45. Which one of the following parties is considered a stakeholder of a firm?A. employeeB. short-term creditorC. long-term creditorD. preferred stockholderE. common stockholder46. Which of the following are key requirements of the Sarbanes-Oxley Act?I. Officers of the corporation must review and sign annual reports. II. Officers of the corporation must now own more than 5% of the firm's stock.III. Annual reports must list deficiencies in internal controlsIV. Annual reports must be filed with the SEC within 30 days of year end.A. I onlyB. II onlyC. I and III onlyD. II and III onlyE. II and IV only47. Insider trading is:A. legal.B. illegal.C. impossible to have in our efficient market.D. discouraged, but legal.E. list only the securities of the largest firms.48. Sole proprietorships are predominantly started because:A. they are easily and cheaply setup.B. the proprietorship life is limited to the business owner's life.C. all business taxes are paid as individual tax.D. All of the above.E. None of the above.49. Managers are encouraged to act in shareholders' interests by:A. shareholder election of a board of directors who select management.B. the threat of a takeover by another firm.C. compensation contracts that tie compensation to corporate success.D. Both A and B.E. All of the above.50. The Securities Exchange Act of 1934 focuses on:A. all stock transactions.B. sales of existing securities.C. issuance of new securities.D. insider trading.E. Federal Deposit Insurance Corporation (FDIC) insurance.51. The basic regulatory framework in the United States was provided by:A. the Securities Act of 1933.B. the Securities Exchange Act of 1934.C. the monetary system.D. A and B.E. All of the above.52. The Securities Act of 1933 focuses on:A. all stock transactions.B. sales of existing securities.C. issuance of new securities.D. insider trading.E. Federal Deposit Insurance Corporation (FDIC) insurance.53. In a limited partnership:A. each limited partner's liability is limited to his net worth.B. each limited partner's liability is limited to the amount he put into the partnership.C. each limited partner's liability is limited to his annual salary.D. there is no limitation on liability; only a limitation on what the partner can earn.E. None of the above.54. Accounting profits and cash flows are:A. generally the same since they reflect current laws and accounting standards.B. generally the same since accounting profits reflect when the cash flows are received.C. generally not the same since GAAP allows for revenue recognition separate from the receipt of cash flows.D. generally not the same because cash inflows occur before revenue recognition.E. Both c and d.Essay Questions55. List and briefly describe the three basic questions addressed by a financial manager.56. What advantages does the corporate form of organization have over sole proprietorships or partnerships?57. If the corporate form of business organization has so many advantages over the sole proprietorship, why is it so common for small businesses to initially be formed as sole proprietorships?58. What should be the goal of the financial manager of a corporation? Why?59. Do you think agency problems arise in sole proprietorships and/or partnerships?60. Assume for a moment that the stockholders in a corporation have unlimited liability for corporate debts. If so, what impact would this have on the functioning of primary and secondary markets for common stock?61. Suppose you own 100 shares of IBM stock which you intend to sell today. Since you will sell it in the secondary market, IBM will receive no direct cash flows as a consequence of your sale. Why, then, should IBM's management care about the price you get for your shares?62. One thing lenders sometimes require when loaning money toa small corporation is an assignment of the common stock as collateral on the loan. Then, if the business fails to repay its loan, the ownership of the stock certificates can be transferred directly to the lender. Why might a lender want such an assignment? What advantage of the corporate form of organization comes into play here?63. Why might a corporation wish to list its shares on a national exchange such as the NYSE as opposed to a regional exchange or NASDAQ?Chapter 01 Introduction to Corporate Finance Answer Key Multiple Choice Questions1. The person generally directly responsible for overseeing the tax management, cost accounting, financial accounting, and information system functions is the:A. treasurer.B. director.C. controller.D. chairman of the board.E. chief executive officer.Difficulty level: EasyTopic: CONTROLLERType: DEFINITIONS2. The person generally directly responsible for overseeing the cash and credit functions, financial planning, and capital expenditures is the:A. treasurer.B. director.C. controller.D. chairman of the board.E. chief operations officer.Difficulty level: EasyTopic: TREASURERType: DEFINITIONS3. The process of planning and managing a firm's long-term investments is called:A. working capital management.B. financial depreciation.C. agency cost analysis.D. capital budgeting.E. capital structure.Difficulty level: EasyTopic: CAPITAL BUDGETINGType: DEFINITIONS4. The mixture of debt and equity used by a firm to finance its operations is called:A. working capital management.B. financial depreciation.C. cost analysis.D. capital budgeting.E. capital structure.Difficulty level: EasyTopic: CAPITAL STRUCTUREType: DEFINITIONS5. The management of a firm's short-term assets and liabilities is called:A. working capital management.B. debt management.C. equity management.D. capital budgeting.E. capital structure.Difficulty level: EasyTopic: WORKING CAPITAL MANAGEMENTType: DEFINITIONS6. A business owned by a single individual is called a:A. corporation.B. sole proprietorship.C. general partnership.D. limited partnership.E. limited liability company.Difficulty level: EasyTopic: SOLE PROPRIETORSHIPType: DEFINITIONS7. A business formed by two or more individuals who each have unlimited liability for business debts is called a:A. corporation.B. sole proprietorship.C. general partnership.D. limited partnership.E. limited liability company.Difficulty level: EasyTopic: GENERAL PARTNERSHIPType: DEFINITIONS8. The division of profits and losses among the members of a partnership is formalized in the:A. indemnity clause.B. indenture contract.C. statement of purpose.D. partnership agreement.E. group charter.Difficulty level: EasyTopic: PARTNERSHIP AGREEMENTType: DEFINITIONS9. A business created as a distinct legal entity composed of one or more individuals or entities is called a:A. corporation.B. sole proprietorship.C. general partnership.D. limited partnership.E. unlimited liability company.Difficulty level: EasyTopic: CORPORATIONType: DEFINITIONS10. The corporate document that sets forth the business purpose of a firm is the:A. indenture contract.B. state tax agreement.C. corporate bylaws.D. debt charter.E. articles of incorporation.Difficulty level: EasyTopic: ARTICLES OF INCORPORATIONType: DEFINITIONS11. The rules by which corporations govern themselves are called:A. indenture provisions.B. indemnity provisions.C. charter agreements.D. bylaws.E. articles of incorporation.Difficulty level: EasyTopic: BYLAWSType: DEFINITIONS12. A business entity operated and taxed like a partnership, but with limited liability for the owners, is called a:A. limited liability company.B. general partnership.C. limited proprietorship.D. sole proprietorship.E. corporation.Difficulty level: EasyTopic: LIMITED LIABILITY COMPANYType: DEFINITIONS13. The primary goal of financial management is to:A. maximize current dividends per share of the existing stock.B. maximize the current value per share of the existing stock.C. avoid financial distress.D. minimize operational costs and maximize firm efficiency.E. maintain steady growth in both sales and net earnings. Difficulty level: EasyTopic: FINANCIAL MANAGEMENT GOALType: DEFINITIONS14. A conflict of interest between the stockholders and management of a firm is called:A. stockholders' liability.B. corporate breakdown.C. the agency problem.D. corporate activism.E. legal liability.Difficulty level: EasyTopic: AGENCY PROBLEMType: DEFINITIONS15. Agency costs refer to:A. the total dividends paid to stockholders over the lifetime of a firm.B. the costs that result from default and bankruptcy of a firm.C. corporate income subject to double taxation.D. the costs of any conflicts of interest between stockholders and management.E. the total interest paid to creditors over the lifetime of the firm. Difficulty level: EasyTopic: AGENCY COSTSType: DEFINITIONS16. A stakeholder is:A. any person or entity that owns shares of stock of a corporation.B. any person or entity that has voting rights based on stock ownership of a corporation.C. a person who initially started a firm and currently has management control over the cash flows of the firm due to his/her current ownership of company stock.D. a creditor to whom the firm currently owes money and who consequently has a claim on the cash flows of the firm.E. any person or entity other than a stockholder or creditor who potentially has a claim on the cash flows of the firm.Difficulty level: EasyTopic: STAKEHOLDERSType: DEFINITIONS17. The Sarbanes Oxley Act of 2002 is intended to:A. protect financial managers from investors.B. not have any effect on foreign companies.C. reduce corporate revenues.D. protect investors from corporate abuses.E. decrease audit costs for U.S. firms.Difficulty level: EasyTopic: SARBANES OXLEYType: CONCEPTS18. The treasurer and the controller of a corporation generally report to the:A. board of directors.B. chairman of the board.C. chief executive officer.D. president.E. chief financial officer.Difficulty level: EasyTopic: ORGANIZATIONAL STRUCTUREType: CONCEPTS19. Which one of the following statements is correct concerning the organizational structure of a corporation?A. The vice president of finance reports to the chairman of the board.B. The chief executive officer reports to the board of directors.C. The controller reports to the president.D. The treasurer reports to the chief executive officer.E. The chief operations officer reports to the vice president of production.Difficulty level: MediumTopic: ORGANIZATIONAL STRUCTUREType: CONCEPTS20. Which one of the following is a capital budgeting decision?A. determining how much debt should be borrowed from a particular lenderB. deciding whether or not to open a new storeC. deciding when to repay a long-term debtD. determining how much inventory to keep on handE. determining how much money should be kept in the checking accountDifficulty level: MediumTopic: CAPITAL BUDGETINGType: CONCEPTS21. The Sarbanes Oxley Act was enacted in:A. 1952.B. 1967.C. 1998.D. 2002.E. 2006.Difficulty level: MediumTopic: SARBANES OXLEYType: CONCEPTS22. Since the implementation of Sarbanes-Oxley, the cost of going public in the United States has:A. increased.B. decreased.C. remained about the same.D. been erratic, but over time has decreased.E. It is impossible to tell since Sarbanes-Oxley compliance does not involve direct cost to the firm.Difficulty level: MediumTopic: SARBANES-OXLEYType: CONCEPTS23. Working capital management includes decisions concerning which of the following?I. accounts payableII. long-term debtIII. accounts receivableIV. inventoryA. I and II onlyB. I and III onlyC. II and IV onlyD. I, II, and III onlyE. I, III, and IV onlyDifficulty level: MediumTopic: WORKING CAPITAL MANAGEMENTType: CONCEPTS24. Working capital management:A. ensures that sufficient equipment is available to produce the amount of product desired on a daily basis.B. ensures that long-term debt is acquired at the lowest possible cost.C. ensures that dividends are paid to all stockholders on an annual basis.D. balances the amount of company debt to the amount of available equity.E. is concerned with the upper portion of the balance sheet. Difficulty level: EasyTopic: WORKING CAPITAL MANAGEMENTType: CONCEPTS25. Which one of the following statements concerning a sole proprietorship is correct?A. A sole proprietorship is the least common form of business ownership.B. The profits of a sole proprietorship are taxed twice.C. The owners of a sole proprietorship share profits as established by the partnership agreement.D. The owner of a sole proprietorship may be forced to sellhis/her personal assets to pay company debts.E. A sole proprietorship is often structured as a limited liability company.Difficulty level: EasyTopic: SOLE PROPRIETORSHIPType: CONCEPTS26. Which one of the following statements concerning a sole proprietorship is correct?A. The life of the firm is limited to the life span of the owner.B. The owner can generally raise large sums of capital quite easily.C. The ownership of the firm is easy to transfer to another individual.D. The company must pay separate taxes from those paid by the owner.E. The legal costs to form a sole proprietorship are quite substantial.Difficulty level: EasyTopic: SOLE PROPRIETORSHIPType: CONCEPTS27. Which one of the following best describes the primary advantage of being a limited partner rather than a general partner?A. entitlement to a larger portion of the partnership's incomeB. ability to manage the day-to-day affairs of the businessC. no potential financial lossD. greater management responsibilityE. liability for firm debts limited to the capital invested Difficulty level: EasyTopic: PARTNERSHIPType: CONCEPTS。
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4.2.1 designation. _________ (_________) shares of common stockshall be designated and known as special common stock.
4.2.2 reclassification of special common stock.
article i
name
the name of this corporai
duration
this corporation is organized under the washington business corporation act (the act) and shall have perpetual existence.
(a) if any shares of special common stock are sold in a qualified sale (as defined in section 4.2.2(b)), then, effective immediately upon such sale (a) the number of authorized but undesignated shares of common stock of the corporation shall be increased by the number of shares of special common stock so sold; (b) each share of special common stock so sold shall thereafter constitute one (1) share of common stock, the holder of which shall be entitled to one (1) vote upon all matters submitted to a vote of shareholders; (c) the certificate or certificates representing the shares of special common stock that were outstanding immediately prior to such sale shall, by virtue of the sale and without any action on the part of the holder, thereafter represent (i) to the extent of the number of shares of special common stock so sold, the corresponding number of shares of common stock, and (ii) the shares of special common stock represented by such certificate or certificates immediately prior to such sale, if any, that have not been so sold; and (d) if no shares of special common stock remain outstanding following the qualified sale, the designation of the special common stock as a separate series of common stock having the respective rights, preferences and limitations set forth in this section 4.2 shall automatically terminate. upon surrender of any such certificate to the corporation, the corporation shall issue and deliver to the person entitled thereto a new certificate or certificates to represent the shares of common stock and special common stock, if any, represented by the surrendered certificate.
Articles of Incorporation
restated articles of incorporation
of
aaa, inc.
pursuant to rcw 23b.10.070, the following constitutes restated articles of incorporation of aaa, inc., a _________(state) corporation.
article iii
purpose and powers
the purpose and powers of this corporation are as follows: (a) to engage in any lawful business; (b) to engage in any and all activities that, in the judgment of the board of directors, may at any time be incidental or conducive to the attainment of the foregoing purpose; and (c) to exercise any and all powers that a corporation formed under the act, or any amendment thereto or substitute therefor, is entitled at the time to exercise.
article iv
capital stock
4.1 authorized capital. the aggregate number of shares of capital stock which this corporation shall be authorized to issue shall be _________ (_________), divided into two classes as follows: _________ (_________) shares of common stock, $,_________ par value per share (the common stock), and _________ (_________) shares of preferred stock, $.par value per share (the preferred stock).