In our world, we use a lot of terminology that can sometimes be confusing. To help our clients make heads or tails of the words they see thrown around out there in the business & estate planning, probate, and intellectual property worlds, we offer this basic glossary.
administrator/administratrix: The person or persons appointed by the court as a personal representative to administer (manage and distribute) the estate of a person who dies without a will or intestate.
articles of formation: An instrument which sets forth the name, purpose, and participating members, among other things, relative to the formation of a limited liability company, or LLC.
articles of incorporation: Also known as articles of organization, this is an instrument that establishes a corporation and sets forth its basic governance, including the number and classes of shares and the purposes and duration of the corporation.
attorney-in-fact: One who is granted the power to act on behalf of the grantor in a power of attorney.
buy-sell agreement: An agreement between the owners of a business on how to purchase the interest of a withdrawing or deceased owner.
bylaws: Administrative stipulations adopted by an association or corporation for its internal governance.
closely-held corporation: A corporation whose stock is not freely traded and is held by only a few shareholders.
commited intimate relationship (formerly “meritricious relationship”): The doctrine under Washington State case law that unmarried or unregistered cohabitating same- and different-sex couples may, under certain circumstances, acquire community property interests as if they were married or registered.
community property: Property acquired after marriage or registry as state-registered domestic partners which is owned jointly and equally by both parties.
community property agreement: An agreement by which a married or state-registered domestic partnership couple is permitted to contract with respect to the disposition of property, changing separate property to community property, or vice versa, at the election of both spouses or partners.
decedent: One who has died.
deed: A written instrument that conveys some interest in real property.
deed of trust: A deed conveying title to real property to a trustee as security until the grantor repays a loan.
directions regarding disposition of remains: A document providing instructions for the place and/or manner of disposition of a decedent’s remains.
directive to physicians: See “health care directive”.
do not resuscitate (“DNR”): Instructions provided by an individual to a healthcare facility indicating that resuscitation should not be attempted in the event of cardiac or respiratory arrest.
domestic partnership agreement: A contract between unmarried cohabitating individuals which designates property allocation should the partnership dissolve by death or divorce.
durable power of attorney: A power of attorney that endures beyond the grantor’s incapacity.
estate plan: A collection of instruments and/or documents prepared for the management and distribution of a person’s estate at disability or death through the use of last wills and testaments, trusts, powers of attorney, health care directives, dispositions of remains, community or separate property agreements, and/or a multitude of other instruments.
executor/executrix: – The person or persons named by the testator to execute or carry out the terms in the testator’s last will and testament. See also “personal representative”.
GLBT: See “LGBT”.
health care directive: An instrument directing that the signer’s life shall not be prolonged by extraordinary medical procedures when there is no expectation of recovery, invoking the signer’s right to refuse medical treatment if he or she becomes both terminally ill and unable to communicate such a refusal, and releasing healthcare providers from all liability for the withdrawal or withholding of life-sustaining treatment.
intestate: Not having left a valid will at death.
last will and testament: An written instrument that directs the disposition of one’s property after death. Also, specifically, the most recent will of the decedent.
LGBT: Relating to lesbian, gay, bisexual and transgender matters.
limited liability company (“LLC”): A business organization owned by members that operates like a partnership, but that offers limited liability similar to a corporation. A LLC may elect taxation as a partnership or an S-corporation.
living together agreement: See “domestic partnership agreement”.
living will: See “health care directive”.
LLC: See “limited liability company”.
marriage equality: The movement that seeks to provide state-sanctioned marriage to same-sex couples.
meretricious relationship: See “committed intimate relationship”.
operating agreement: A document that describes the operations and other specific agreements between the members of a limited liability company, providing an operating structure to a LLC as bylaws do for a corporation.
partner (business): One who shares or takes part in a business venture sharing both benefits and risks, and who may be personally responsible for the partnership’s debts and liabilities, depending upon the type of the partnership.
partner (personal): A member of an intimate relationship; the term popularized by the LGBT movement, but also used by unmarried heterosexual couples, poly-amorous relationships where spousal identifiers may fall short, and married heterosexual couples desiring to express sympathy for LGBT counterparts that are not afforded marriage equality.
personal property: Any movable or intangible thing that is subject to ownership and not classified as real property.
personal representative: The manager of the legal affairs of a decedent’s estate. Also used as an umbrella term for “administrator/administratrix” and “exector/executrix”.
personal representative’s deed: A deed used by the personal representative of an estate to convey the estate’s real property.
post-nuptial agreement: An agreement made after marriage detailing each spouse’s property rights in the event of death or divorce.
post-registry agreement: An agreement made after registering as domestic partners detailing each partner’s property rights in the event of death or divorce.
power of attorney: A document whereby an individual (the “grantor”) grants to another person (called the “attorney-in-fact”) the power to act in his or her place, often in respect to the grantor’s property interests or decisions related to health care.
pre-nuptial agreement: An agreement in anticipation of marriage detailing each spouse’s property rights in the event of death or divorce.
pre-registry agreement: An agreement made in anticipation of registering as domestic partners detailing each partner’s property rights in the event of death or divorce.
probate: The judicial procedure by which a decedent’s will is established as valid, his or her liabilities are disposed of, and assets passed to heirs and beneficiaries.
quit claim deed: A deed that conveys a grantor’s complete interest in certain real property, but that neither warrants nor professes that the title is valid.
real property: Land and anything growing on, attached to, or erected on it, excluding anything that may be severed without injury to the land.
S-corporation: A corporation that elects taxation under Chapter S of the Internal Revenue Code, whereby income is passed through to its shareholders who shoulder the tax burden, rather than the corporation paying tax itself.
separate property: Property owned by party to a marriage or state-registered domestic partnership that is now subject to a community ownership by the other party.
separate property agreement: An agreement by which a married or domestically-partnered couple (who may be subject to community property) is permitted to contract with respect to the disposition of property, generally delineating which property will be divided equitably and which shall remain in the possessor’s name should the relationship dissolve.
state-registered domestic partnership (“SRDP”): In the State of Washington, a same-sex couple or different-sex couple wherein one of the partners is over the age of 62 that registers with the State of Washington in order to receive all of the State-granted rights and responsibilities of marriage.
statutory warranty deed: A deed that expressly guarantees the grantor’s good, clear title and that implies covenants concerning the quality of title, including warranties of seisin, quiet enjoyment, right to convey, freedom from encumbrances, and defense of title against all claims.
tangible personal property: Personal property that can be perceived by the senses; that can be seen, weighed, measured, felt, or touched. The State of Washington (and most other states) allows you to pass this property through a handwritten list that is kept with your will, and which can be changed after your will is executed.
testamentary: Relating to a will or testament. For example, a “testamentary trust” is a trust that is created by a last will and testament.
testate: Having left a valid will at death.
testator: One who makes a last will and testament.
trust: A fiduciary relationship in which a grantor requests that a trustee hold legal title to property for the benefit of a beneficiary.
will: See “last will and testament”.
