Important Note in Using this Glossary
The definitions provided in this glossary were prepared by Michael W. Goldstein, a New York Lawyer. These definitions are based upon principles of New York Sate law which are current as of the date this page was written. The terms below may be relevant to real estate contracts, real estate transactions, real estate litigation, and may also be relevant to other areas of New York legal practice. For legal matters outside of New York State, such as those involving contracts, real estate law, real estate transactions, or real estate litigation outside of New York State, or any other legal matter outside of New York State, the laws of other states will apply, and therefore, the definitions in this glossary may not be correct.
New York Real Estate Glossary
Attorney-in-Fact or (or “Agent”)
The person designated to act in place of the principal or donor under a power of attorney
Corporation
A legal entity that issues shares of stock to its owners, and has authority to act in the its own name. A corporation can sue or be sued it its own name. New York corporations have names that end in Corp., Inc., or Ltd. The stockholders of a corporation have limited liability, which means that they are not personally liable for the corporation’s debts.
Corporations (other than “sub-chapter S corporations”) are subject to double taxation. This means that the corporation’s profits are taxed at the corporate income tax rates, and its shareholders are also taxed at their own rates on distributions of profits (dividends) received by each shareholder.
A business corporation issues shares of stock to its stockholders, as evidence of their ownership interest in the corporation. Corporation shareholders elect a board of directors to manage the business. The board of directors also adopts bylaws, and elects the officers. Annual meetings are required of both the shareholders and the board of directors. Non-profit (not-for-profit) corporations may be established for religious, educational, charitable or public service purposes. Non-profit corporations do not issues shares of stock because there are no stockholders or owners of a non-profit corporation.
Durable Power of Attorney
Power of Attorney that remains in effect even if the person who signs the Power of Attorney becomes mentally or physically incapacitated.
Injunction
A court order requiring the person to whom it is directed to perform a particular act or to refrain from performing a particular act.
Limited Liability Company (LLC)
An unincorporated business that affords limited liability to its owners. Therefore, the members of the LLC are not personally liable for the debts of the company. The members of the LLC may elect for the LLC to be treated as a partnership or “disregarded entity” for income tax purposes, which thereby avoids the double taxation of a corporation.
Limited Liability Partnership
A business entity where only the general partner has the right to control and manage the business. The general partner remains liable for the partnership’s debts, while the limited partners are protected by limited liability.
Partnership
A business entity where the partners are personally liable for the partnership’s debts. The partners share income and expenses in proportion to their ownership interest in the partnership. There is no double taxation for a partnership, since the partnership does not pay income tax. Instead, each partner’s share of the partnership’s profits or losses is reported on their respective personal income tax returns.
Principal of a Power of Attorney
The person who grants legal authority to a designated agent to act under a power of attorney is known as the “principal” of the power of attorney. Previously, the principal of a power of attorney was known as the “donor” of the power of attorney.
Power of Attorney
Legal document that authorize a trusted relative, friend or other designated person to take care of some or all of your legal or financial matters. It can be limited to a particular transaction, or type of transaction, or it may be broad in scope. The Power of Attorney may be effective immediately, or may only become effective in the event that you become mentally or physically incapacitated, or upon some other occurrence.
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