b-law ch39

Preferred stock is an equity security with preferences.

True

The alter-ego theory is applied when a corporation is so dominated and controlled by an individual or group that the separate identities of the person (or the group) and the corporation are no longer distinct.

True

The articles of incorporation serve as a primary source of authority for the corporation's future organization and business functions.

True

The state can suspend the entity's corporate status until the taxes are paid or even dissolve the corporation for failing to pay taxes.

True

Like the bylaws of other corporations, the bylaws of Equipment Leasing, Inc.,

were adopted at its first organizational meeting.

When a corporation earns profits, it must pass them on to shareholders in the form of dividends.

False

In corporate law, acts of a corporation that are beyond its express or implied powers are de facto or de jure acts.

False

In the absence of express constitutional, statutory, or other provisions, the corporation has no implied powers.

False

One of the key advantages of the corporate form is the unlimited liability of its owners.

False

Preferred stock is included among the liabilities of a business because it is equity.

False

The Revised Model Business Corporation Act gives a close corporation less flexibility in determining its rules of operation.

False

The corporation is a creature of the common law.

False

The registered agent is the person who can receive legal punishment (such as fines and imprisonment) on behalf of the corporation.

False

There are no important consequences if the procedures for incorporation are not followed precisely.

False

Voting rights in a corporation apply only to the election of the firm's board of directors.

False

A corporation has perpetual existence unless the articles of incorporation state otherwise.

True

A court will pierce the corporate veil of a corporation that is formed to evade an existing legal obligation.

True

A foreign corporation normally does not need a certificate of authority to sell goods or services via the Internet or by mail.

True

A publicly held corporation is any corporation whose shares are publicly traded in a securities market.

True

Bonds represent the borrowing of funds by firms.

True

If a corporation has S corporation status, it can avoid the imposition of income taxes at the corporate level.

True

Miracle Mobile Devices, Inc., is a private, for-profit corporation that (1) was formed for the purpose of manufacturing and distributing a newly patented tablet, (2) is owned by five shareholders, (3) is subject to double taxation, and (4) has made no public offering of its shares. Miracle is

a close corporation.

Deepwater Dredging & Excavation holds itself out to others as being a corporation but makes no attempt to incorporate. Estuary Marina signs a contract with Deepwater that is not performed. Estuary Marina files a suit against the firm. The court will likely hold that Deepwater is

a corporation by estoppel.

Equestrian Stables Corporation's articles list an incorrect address for its incorporator. Under this circumstance, Equestrian Stables is most likely

a de jure corporation.

Dollars & Sense, Inc., is incorporated in the state of New Jersey and is doing business in the state of New York. In New York, Dollars & Sense is properly referred to as

a foreign corporation.

Rhys owns Solar Fuel Corporation. Rhys uses Solar Fuel's funds to pay his personal expenses, creates Thermal Power Corporation to engage in the same business as Solar Fuel, transfers Solar Fuel's assets to Thermal Power, and petitions Solar Fuel into bankruptcy. This most likely warrants

a pierce of the corporate veil.

Orel incorporates his business as Posts & Wire Corporation in Texas. He and his group of shareholders intend to make a profit from their sales of fencing materials. Posts & Wire is

a private corporation.

The abbreviation "P.A." in the name "Conrad & Drake, Accountants, P.A." means that this organization is

a professional association.

The shares of Home Mortgage Corporation are publicly traded in securities markets. Home Mortgage Corporation is

a publicly held corporation.

Hudson and Ilka want to market a new line of kayaks and related gear under the brand name Journeys as a corporation—Journeys Inc. To avoid income taxes at the corporate level, they should form

an S corporation.

Demario and Evander want to form and do business as a corporation—Farm-2-Fork Restaurant Inc. A corporation is

an artificial person.

Memphis Music Makers Inc.'s stated purpose is to sell musical instruments. If chief executive officer Neal contracts with Open Season Firearms in Memphis Music's name to sell a shotgun, he has likely committed

an ultra vires act.

Blair and Chanel are holders of common stock in Discount Retail Stores, Inc. Like other holders of common stock, they have a residual position in the overall financial structure of Discount Retail, because they

are the last to receive returns for their investment.

Tech Personnel, Inc., is a corporation. Tech Personnel's implied powers enable it to

borrow funds and lend funds.

Bread & Brews, Inc., files its articles of incorporation with the appropriate government agency. Least likely to appear in the articles is the name of

each of the corporation's shareholders.

Urban Commerce, Inc., issues bonds, which are also known as

fixed-income securities.

Bay City Merchants Corporation has six shareholders, four of whom are members of the same family. All of Bay City's shareholders agree in writing to operate without shareholders' meetings. Under the Revised Model Business Corporation Act, this most likely warrants

no penalties or sanctions.

Boutique Bodega Corporation would like to change its corporate status to that of an S corporation to avoid income taxes at the corporate level. To qualify, the shareholders must not be

partnerships.

Qiara is a holder of preferred stock in Rio Grande Irrigation & Development, Inc. Qiara has priority over holders of Rio common stock as to

payments of dividends.

Neci and Olwen want to form and do business as a corporation—Pastries & Pies Inc. A corporation is a legal entity created and recognized by

state law.