No personal liability for corporate debts and equities. Corporations survive the death or departure of shs. Limits on limited liability, sh would be held personally liable if: sh controls the corporation (>50% voting shares, that control exercised to commit the wrongdone, the misconduct cause the injury. Private corporations(incorporated partnership that has transfer restrictions and no public shares offered) Closely held corporations (shares not subject to securities act like professional corporations) Authorized capital: total number of shares that the corporate may issue. Issued capital (cash must be paid, otherwise is invalid property or payer as creditor) Paid-up capital(issued shares for which co. has received full amount of pmt) Bonds: interest pmt deductible for tax, holder is creditor, usually secured paid in preference on winding up or bankruptcy equity of deductible owns tax, holder the for. Shareholders: voting rights, rights to approve changes and proposals i. ii. Fundamental changes including capital structure, expansion, mergers and acquisitions, transactions/major investments.