Blaw Chapter 36
A statement of change must be filed with the secretary of state of the state of incorporation if either:
the registered office or the registered agent is changed.
As separate legal entities, corporations are liable for:
their own debts and obligations.
After a novation, the corporation is solely liable on ______________
the promoter's contract.
The existence of a corporation may be ______________ by the shareholders.
voluntarily terminated
an equity security that represents the residual value of a corporation.
Common stock is
Preferences of preferred stock must be set forth in the_______________
articles of incorporation.
Corporations can be held _____________liable for violations of law.
civilly and criminally
Preferred stockholders have __________
limited liability
The limited liability of shareholders means that they are liable only to
the extent of their capital contributions.
An act by a corporation that is beyond its express or implied powers is called a(n) _____ act.
ultra vires
requirements for a corporation to qualify as an S corporation include:
-The corporation must be a domestic corporation. -The corporation can have no more than 100 shareholders. -The corporation cannot be a member of an affiliated group of corporations. -Shareholders must be individuals, estates, or certain trusts.
A corporation can:
-be found criminally liable for violations of law. -sue in its own name. -enter into contracts. -hold title to property.
According to the RMBCA, the articles of incorporation must include:
-the name and address of each incorporator -the name of the corporation -the number of shares the corporation is authorized to issue. - the address of the corporation's initial registered office and the name of the initial registered agent
____________ often act as the registered agents of corporations.
Attorneys
A(n) _____ corporation is a corporation that does not qualify to or does not elect to be federally taxed as an S corporation.
C
The articles of incorporation are also referred to as the corporate _____.
Charter
T/F Corporations range in size from one owner to thousands of owners.
True
Management of a corporation usually consists of:
a board of directors and officers of the corporation.
Corporations exist in perpetuity unless:
a specific duration is stated in a corporation's articles of incorporation.
A resolution of the board of directors binds the corporation to _____________
a promoter's contract.
In addition to the articles of incorporation, corporations are governed by their ________
bylaws.
A corporation ____________ be incorporated in more than one state.
cannot
A corporation usually has a _________ management.
centralized
Delaware has a special court ---- the court of _____ that hears and decides business cases.
chancery
Creditors and preferred shareholders must receive their required interest and dividend payments before
common shareholders receive anything.
_____________ are the most dominant form of business organization in the United States.
corporations
if a partner leaves, it is called:
dissolution
Preferred stockholders generally ______________ the right to vote for the election of directors.
do not have
Shareholders ___________ personal liability for the corporation's debts.
do not have
Common stock ___________ have a fixed maturity date.
does not
The death of a shareholder ___________ affect a corporation's existence.
does not
A dividend preference is the right to receive a(n) _____ dividend at set periods during the year.
fixed
you cannot use the surname of a _______ to name your limited partnership
limited partner
Large corporations generally opt to incorporate in the state with the laws that are :
most favorable to the corporation's internal operations.
_____ stock is a type of equity security that is given certain preferences and rights over common stock.
preferred
A(n) _____ is a person who organizes and starts a corporation, negotiates and enters into contracts in advance of its formation, and finds the initial investors to finance the corporation.
promoter
If someone is suing a corporation, the complaint and summons is typically served on the corporation's _____.
registered agent
Common stock is a type of equity security that represents the _____ value of a corporation.
residual
what is NOT a characteristic of a corporation?
same identity of owner (s)
Owners of corporations are called _________
shareholders
The members of the board of directors are elected by the:
shareholders.
Corporations generate more than _____ percent of the country's gross business receipts.
85
_____ has the most advanced corporation law in the United States.
Delaware