AGENCY
This type of authority is based on the principal's manifestations to a THIRD PARTY, not on anything the agent claims about themselves.
What is apparent authority?
A general partnership requires no formal filing, it arises from an association of two or more persons to carry on a business as co-owners for this purpose.
What is profit?
This document, filed with the Secretary of State, creates an LLC, its internal governance document, the operating agreement, does NOT need to be filed.
What are the articles of organization?
This rule presumes directors acted on an informed basis, in good faith, and in the corporation's best interest, protecting honest mistakes.
What is the business judgment rule?
In this type of shareholder suit, the harm runs to the corporation, which is named only as a nominal defendant.
What is a derivative suit?
Under this doctrine, a principal is liable for an agent's torts committed within the scope of the agency relationship.
What is respondeat superior?
In a limited partnership, this partner remains personally liable for all obligations, while the other type is liable only up to their capital contribution.
What is the general partner (vs. the limited partner)?
This is Georgia's DEFAULT management structure for an LLC if the articles/operating agreement don't specify otherwise.
What is member-managed?
This doctrine bars a director from personally taking a business opportunity in the corporation's line of business without first offering it to the corporation.
What is the corporate opportunity doctrine?
These are the four factors courts weigh when deciding whether to pierce the corporate veil.
What are failure to observe formalities, commingling of funds, undercapitalization, and fraud/injustice?
These are the two fiduciary duties an agent owes a principal: no self-dealing or usurping opportunities, and this second duty regarding standard of conduct.
What are the duty of loyalty and the duty of care?
Each partner in a general partnership is an agent of the partnership for ordinary business purposes, meaning their actions can do this to the partnership even without actual authority.
What is bind it (based on apparent authority)?
In a manager-managed LLC, a manager's act binds the LLC if it's for apparently carrying on business in the usual way. Even if that manager secretly lacked authority, UNLESS the third party had this.
What is knowledge that the manager lacked authority?
A self-dealing transaction is valid if disclosed and approved by disinterested directors/shareholders, OR if it meets this alternative standard.
What is fair to the corporation at the time?
In this type of business combination, the buyer generally does NOT assume the seller's liabilities, unless there's a de facto merger, mere continuation, or fraud.
What is an asset purchase?
For an agent's conduct to fall within the scope of employment for respondeat superior purposes, it must be the kind of conduct the agent was employed to perform, occur substantially within authorized time/space, and be motivated at least in part by this.
What is a purpose to serve the principal?
This remedy is the EXCLUSIVE way a partner's personal creditor can reach that partner's interest, entitling the creditor only to distributions, not management rights or specific partnership assets.
What is a charging order?
Unlike the old limited partnership control rule, LLC members are shielded from personal liability regardless of this factor.
What is participation in management?
In a close corporation, majority shareholders owe minority shareholders this heightened standard, closer to a partnership duty than an ordinary corporate one.
What is utmost good faith and loyalty?
These are Georgia's three paths to corporate dissolution: initiated by the corporation, imposed by the Secretary of State, and ordered by a court.
What are voluntary, administrative, and judicial dissolution?
This term describes an employee's unauthorized personal detour so significant that it takes them OUTSIDE the scope of employment, cutting off respondeat superior liability.
What is a frolic (as opposed to a mere detour)?
In this hybrid entity, ALL partners (including the general partner) get a liability shield, unlike an ordinary limited partnership.
What is an LLLP (limited liability limited partnership)
When a member withdraws from an LLC, this is what generally happens to the LLC itself under modern statutes. It does NOT do this automatically.
What is dissolve?
Rather than full dissolution, courts addressing a minority shareholder freeze-out most often order this remedy instead.
What is a court-ordered buyout at fair value?
These are the three grounds a shareholder can petition a court for judicial dissolution on: an evenly divided board, abuse of majority control, and this third ground involving misapplication of corporate assets.
What is director deadlock, oppression, and waste?