BLAW 371 Final - Russell

____ are those with stock traded on a stock exchange and, therefore, are likely to have many shareholders.

Publicly held corporations

Shareholders, the board of directors and the managers are the three major groups that make up:

a corporation

During the course of a partnership's winding-up process, the partners owe each other:

a duty to disclose all finances of the partnership

A limited partnership is usually dissolved by the bankruptcy of:

a general partner, but not a limited one

Compared to the U.S., new businesses in Japan:

are created much less frequently than they are in the U.S.

General partners in a limited partnership:

are personally liable to the partnership's creditors

After reviewing a corporation's application, the state issues a:

certificate of incorporation

Dissolution of a partnership takes place, unless otherwise provided for by contract, in the following instances except:

change in financial condition of a partner

A corporation is recognized under both federal and state law as a "person" and:

enjoys some of the same rights and privileges accorded U.S. citizens

A(n) ____ is any name other than the name of the individual who owns the business.

fictitious name

The dissolution of a partnership may occur:

if a partner is found to be bankrupt or if a partner dies or if the business of the partnership is made unlawul

The modern corporation was developed:

in the U.S. during the eighteenth century

In a sole proprietorship, profits are taxed to the:

individual owner

The owner of a sole proprietorship:

is legally the same as the business and is taxed the same as the business and may hire any number of employees

A certification of incorporation from the government:

is necessary fro a corporation to be recognized legally

Which of the following is not true about a partnership?

it is always an independent legal entity

Limited partners are investors who:

may not participate in management of the business

In a sole proprietorship, the capital usually:

must come from the owner's own resources or be borrowed

The articles of incorporation usually provide all of the following except:

names of all shareholders & name of the CEO & address of the corporation and the purpose of the business and classes of stock to be issued are included

Unless otherwise stated by contract, the law of partnership presumes which of the following not the be true?

only managing partner are fully responsible for debts of the partnership OR all of the choices

A partnership can begin with either a(n)____ or a(n)____.

oral or implied agreement

The board of directors of a corporation are elected by:

shareholders

The owners of a corporation are called:

shareholders

A corporation consists of:

shareholders, board of directors, and officers or managers

A person doing business for himself or herself is a(n):

sole proprietor

The majority of businesses in the United States are:

sole proprietorships

A corporation consists of legally distinct groups, not including:

stakeholdersa

Today a corporation must be created according to:

state law

Under traditional common law rules, if you wanted to sue a partnership you had to:

sue each partner individually

A change in the relationship of the partners that shows an unwillingness or an inability to continue with business may bring about ____ of the partnership.

termination

A close corporation is one:

that has a small number of stockholders

Corporations have existed for centuries, but the modern "liberal" general incorporation statues were first passed in:

the 1930's

Shareholders of a corporation:

vote on maters that may effect a change in the corporations structure

The dissolution of partnership occurs:

when an event takes place that precludes the partners from continuing business

If a shareholder supplies needed material to the business then he:

will become a creditor of the corporation and will enjoy the same rights of recovery against the corporation as any other creditor

If a shareholder works for the business then he:

will become a creditor of the corporation and will enjoy the same rights of recovery against the corporation as any other creditor

The ____ of partnership affairs involved completing any unfinished business and then collecting and distributing the partnership's assets.

winding up

The ____ provides "default rules" that determine the operation of partnerships when the partnership agreement is silent of where there is no formal agreement among the partners.

Revised Uniform Partnership Act

In general, if a partnership agreement does not specify what happens in case of the death or departure of a partner, one looks to:

Uniform Partnership Act

In Zhou v. Bickley, Zhou helped Bickley start a motorcycle repair shop. When they got into a dispute later, the courts held:

Zhou and Bickley were not partners, Bickley owed Zhou for money received to start the business run by Bickley

In most circumstances, a partnership is now treated as:

a legal entity

Which of the following statement(s) is (are) true?

a limited partnership must have at least one general partner

At a shareholder meeting, there must be:

a quorum

To hold a shareholder meeting, which criteria must be met?

a quorum of shareholders must be represented and advance notice of the meeting must be given

A partnership can begin with:

a written agreement or an oral agreement or an implied agreement that can be inferred from the conduct of the parties doing business

Coca-Cola, Microsoft, and General Motors are all examples of:

corporations

A disadvantage of the sole proprietorship form is often:

the limited alternatives for raising financial capital & the owner is personally liable for all the business debts

Under the Uniform Limited Partnership Act, a written partnership agreement must include:

the name of the business and the type of character of the business and the contributions of each partner

Which of the following must be contained in a certificate of limited partnership under the Uniform Limited Partnership Act:

all of the choice

The duty of partners to a partnership is:

based on extraordinary trust and loyalty to the partnership

Which of the following is not true about the termination of a limited partnership?

limited and general partners share assets equally at the same time after the creditors are paid

In a limited partnership the ____ are investors who may not participate in managing the business.

limited partners

A business organization made up of two or more persons who have entered into an agreement to carry on a business venture for a profit, and not all persons have the right to participate in management decisions is a:

limited partnership

The business organization that has at least one general partner and other investors who have limited liability is a:

limited partnership

Shareholders of a corporation have:

limited rights to see the corporation's books and records

There are ____ businesses in the United States.

over 30 milion

Which of the following statements about a corporation is true? Corporations are not entitled to constitutionally protected:

privileges against self-incrimination

The most common form of business organization is:

proprietorship

The oldest and simplest form of business organization is the:

proprietorship

The business judgement rule:

protects directors and managers of a corporation who have made honest mistakes in judgement

At a shareholder meeting, important corporate business is presented to the shareholders in the form of ____, which shareholders vote to approve or disapprove.

resolutions

To create a corporation:

the corporation's articles of incorporation are filed with the appropriate officer of the state

Electing a board of directors, enacting the corporation's bylaws, and issuing the corporation's stock are all things that occur:

after the state has issued the corporation's certificate of incorporation

Which of the following is a decision that would most likely require the consent of all partners:

all of the choices

Which of the following is usually included in the articles of incorporation:

all of the choices

Which of the following occur after the state has issued a corporation its certificate of incorporation:

all of the choices (board of directors, bylaws, stock)

Whom of the following must follow a corporation's bylaws in conducting corporate activities:

all of the choices (shareholders, directors, officer of the corporation)

Which of the following could lead to the dissolution of a partnership:

all of the choices (withdrawal, bankruptcy, death of a partner)

In most states a limited partnership does not have to file what information with the appropriate state official?

all of the choices OR bankruptcy history of each partner

Which of the following are usually included in a written partnership agreement:

all of the other choices

A written partnership agreement typically specifies the following except:

all of the other choices OR that the partnership will be established under federal or state law

A general partnership is:

an association of two or more persons to carry on a business as co-owners for a profit

In general, a corporation's ____, along with an application, must be filed with the appropriate state office, along with payment of a fee to create a corporation.

articles of incorporation

Unless the limited partnership agreement holds otherwise, when a limited partnership is dissolved the limited partners receive their share of the profits and their capital contributions:

before general partners receive anything

The governing committee of a corporation is the:

board of directors

Limited partners are similar to corporate shareholders in that:

both are liable to the extent of their investment

A ____ is one whose shares are hold by one shareholder or a small group of shareholders.

close corporation

A corporation in which the shares are held by one shareholder or a small group of shareholders and the stock is not actively traded is a:

close corporation

In Japan small businesses are:

considered less desirable places to work & discriminated against by government policy

A ____ is an artificial person, or legal entity, created under state law.

corporation

A reason the corporate status is often chosen is:

corporations have the status of a legal person

A complete termination comes about only after the partnership has been ___ and its affairs have been wound up.

dissolved

Directors are under a ____ to conduct themselves on behalf of the corporation as as reasonably prudent person in the conduct of personal business affairs.

duty of care

Partners in a partnership owe each other:

fiduciary duty

A ____ requires that each partner act in good faith for the benefit of the partnership.

fiduciary relationship

Under traditional common law rules, a partnership:

generally was not treated as a single legal entity

The shareholders of a corporation generally have the right(s) to:

give a third party the right to vote their shares by proxy

A shareholder's relation to creditors of the corporation is generally that the shareholder:

has not relation to creditors

A corporation separates:

ownership from control

In general, limited partners lose their limited liability status by:

participating in managerial decisions in the partnership

In the final dispersal of the assets of the limited partnership, creditors' rights:

precede partners' rights

Legally, the board of directors is the ____ of a corporation.

principal

Most shareholders give third parties their ____. It is a written authorization to cast their vote so they do not have to attend a shareholder meeting in person.

proxy

Directors of a corporation may be:

removed for cause and be liable for a breach of duty

The name and address of a corporation, the name and address of the corporation's registered agent, and the purpose of the business are all examples of things that are generally included in:

the articles of incorporation

In a sole proprietorship, the owner is:

the business

Which of the following are not required to be in a certificate of limited partnership:

the business positions to be held by each partner

The rules that regulate and govern the internal operations of a corporation are known as:

the bylaws

Which of the following is a right of a limited partner in a limited partnership:

the right to see the partnership book & the right to participate in the dissolution of the business

In Ironite Products v. Samuels, where a major shareholder (Samuels) of Ironite sued, contending the bylaws had been violated, the appeals court held that:

there was no fraud, the directors followed the rules, so he had no suit & the bylaws had not been violated because the Companies' bylaws clearly sanctions the Board of Directors to manage the business and affairs of the company