BUSI 2371 Exam 3

Which of the following is an incorrect statement regarding incorporation procedure?

A corporation can be in incorporated in more than 1 state

Which of the following statements about voluntary dissolution is Not true?

A corporation cannot be voluntarily dissolved

Which of the following is an incorrect statement regarding corporate management?

A corporation usually has a decentralized management

______ is an arrangment in which 2 or more business entities combine their resources to pursue a single project or transaction

A joint venture

______ is an arrangement between 2 or more companies whereby they agree to ally themselves and work together to accomplish a designanted objective

A strategic alliance

Which of the following is an incorrect statement regarding manager-managed LCCs?

All actions concerning the LCC can be delegated to managers

Which of the following is an incorrect statement regarding shareholder's meetings?

Annual shareholder's meetings must be held at the times fixed in the articles of organization

In a _____ franchise, the franchisor authorizes the franchisee to negotiate and sell franchises on behalf of the franchisor

Area

CHAPTER 15

CHAPTER 15

In a ____ franchise, the franchisor licenses the franchisee to make and sell its products or services to the public from a retail outlet serving an exclusive geographical territory

Chain-style

___ are the most dominant form of business organization in the US, generating more than 85% of the country's gross business receipts

Corporation

Which of the following is an incorrect statement regarding the corporation as a legal person?

Corporations are not separate legal persons

Which of the following is an incorrect statement regarding the duration of a corporation's existence?

Corporations automatically expire 20 years after the secretary of state's issuance of a certificate of incorporation unless the owners of the corporation expressly petition the secretary of states for a renewal of the corporate charter

An LLP is liable in all of the following situations except ____

For loss or injury caused to a person as a result of a partner exercising due care in the ordinary course of business of the partnership or with authority of the partnership

Which of the following is Not an advantage to franchising?

For the franchisee, there are no start-up expenses

The ______ is the party who is granted the franchise and license in a franchise agreement

Franchisee

The ______ is the party who grants the franchise and license in a franchise agreement

Franchisor

Which of the following is an incorrect statement regarding corporate shareholders?

Generally, shareholders have unlimited liability for corporate debts

Which of the following is an incorrect statement regardign agency authority to bind an LCC to contracts?

In a manager-managed LCC, non-manager members can bind the LCC to contracts

Which of the following is an incorrect statement regarding corporate bylaws?

Incorporators, not the initial directors, can adopt the bylaws of the corporation

A(n) ____ is an unincorporated business entity that combines the most favorable attributes of general partnerships, limited partnerships, and corporations.

LCC

Which of the following is an incorrect statement statement regarding LLCs?

LLCs are creatures of federal statute

Which of the following is an incorrect statement regarding LLPs?

LLPs are creatures of state law

__________ occurs when one party that owns trademarks, service marks, trade names, or other intellectual property contracts to allow another party to use its trademarks, service marks, trade names, or other intellectual property in the dissemination of goods, services, software, and digital info

Licensing

Shareholders of a corporation generally have _______ liability for the debts and obligations of the corporation

Limited

The owners of LCCs are usually called

Members

A(n) )_____ is an agreement entered into among members that governs the affairs and business of the LCC and the relations among members, managers, and the LCC

Operation agreement

In a franchise, the franchisor provides a secret formula, or the like, to the franchisee. The franchisee then manufactures the product at its own locator and distributes it to retail dealers.

Processing plant

A ______ is a person who organizes and stats a corporation, negotiates and enters into contracts in advance of its formation, and finds the inital investors to finance the corporation

Promoter

A ______ is a written doc signed by a shareholder that authorizes another person to vote the shareholder's shares

Proxy

Goals of Sarbanes-Oxley Act of 2012 include all except which of the following?

Replace independent corporate audits with internal audits

The dissolution of a limited liability company arises by all of the following except _______

Satisfying all the claims against the partnership

Which of the following is Not a basic form of franchises?

Temporal

A ___ offer is an offer that an acquirer makes directly to a target corporation's shareholders in an effort to acquire the target corporation

Tender

Which of the following is an incorrect statement regarding the duty of care of directors and officers of a corporation?

The duty of care is not fiduciary duty

An LLP's operating agreement may include a continuation agreement that involves a buyout of a withdrawing partner's interest in the LLP and can be in the form of all of the following except

The partners can agree to go bankrupt

Which of the following is an incorrect statement regarding corporate voting requirements?

The record date is set forth in the corporation's articles of organization

The ___ is a model act that provides comprehensive and uniform laws for the formation, operation, an dissolution of LCCs.

ULLCA

Which of the following is an incorrect statement regarding the taxation of LCCs?

Under the internal revenue code, for federal income tax purposes, an LCC is taxed as a corporation unless it elects to be taxed as a partnership

Most corporations have a minimum of all of the following officers except

a cabinet

Which of the following is Not an example of a breach of a director's or officer's duty of care?

a director's or an officer's failure to realize a profit for the corporation in any given calendar of fiscal year

The number of shares provided for in the articles of incorporation is called _____ shares.

authorized

busi 2371

busi 2371

According to the ______ rule, directors and officers are not liable to the corporation or its shareholders for honest mistake of judgement

business judgement

After conducting considerable research and investigation, the directors of a major automobile company decide to produce large and expensive sport-utility vehicles. 3 years later, when the SUVs are introduced to the public for sale, few of them are sold bc of the public's interest in buying smaller, less expensive automoblies due to an economic recession and an increase in gasoline prices. In this case, the directors are protected by the ___ rule.

business judgement

As a general rules, members of an LCC are not personally liable to third persons for the debts, obligations, and liabilities of an LCC beyond their ____

capital contribution

The articles of incorporation are also referred to as the corporate ____

charter

______ voting is a system in which a shareholder can accumulate all of his or her votes and vote them all for one candidate or split them among several candidates

cumulative

In a franchise, the franchisor manufactures a product and licenses a retail dealer to distribute a product to the public

distributorship

A share ____ is a situation in which one corporation acquires all the shares of another corporation, and both corporations retain their separate legal existence

exchange

Members of an LCC have _____ liability for the debts, obligations, and liabilities of an LCC

limited

An LCC can be either a(n) _______ -managed LCC or a(n) ____-managed LCC

member; manager

Cumulative voting gives a ____ shareholder a better opportunity to elect someone to the board of directors

minority

The straight voting method is also referred to as ____voting

noncumulative

Managers of LCCs are ____ liable for the debts, obligations, and liabilities of the LCC they manage

not personally

After a share exchange, one corporation (the______corporation) owns all the shares of the other corporation (the____ corporation)

parent;subsidiary

Which of the following is Not a characteristic of a corporation?

same identity as owner(s)

The owners of a corporation are called:

shareholders

Unless otherwise required by a corporation's articles of incorporation or by corporate law, voting for the election of directors by the _______ voting method

straight

The articles of incorporation or the bylaws of a corporation can requires a greater than majority of the shares to constitute a quorum of the vote of the shareholders. This is called a ____ voting requirement

supramajority

According to the RMBCA, the articles of incorporation must include whoch of the following?

the name and address of each incorporator

A multinational corporation is also know as _____ corporation

transnational

The board of directors has authority over all of the following except

voting rights