1. Which of the following is not under the corporate powers and capacity?
a. to sue and be sued in its corporate name
b. to adopt and use a corporate seal
c. to amend its articles of incorporation in accordance with the provisions of this code
d. the term for which the corporation is to exist
What is:
d. the term for which the corporation is to exist
100
Name, Purpose, Structure of Organization, Initial Board of Directors and Registered agent
What is the information that must be included in the Articles of Incorporation filed with the Secretary of State
100
Are owners of the corporation
Who are Shareholders
100
Duty of Loyalty
Duty of care
Duty of Good faith and fair dealing
What are partners' fiduciary duties to each other
100
His name cannot be included in the name of the business
Who is a limited partner
200
Business owner has, in good faith, attempted to comply with statutory requirements and operated as a corporation
a. De jure corporaton
b. Corporaton by estoppel
c. De Facto corporation
d. S corporation
c. De Facto corporation
200
What occurs once the Articles of Incorporation are accepted by the Secretary of State
What is:
Corporate "life" begins
200
They create corporate policy
Who are the Board of Directors
200
Use of personal assets to pay partnership debts
What is personal liability
200
Certificate must be filed for this type of partner to have personal liability protection
Limited partner
300
1. Who signs and files Articles of incorporation
a. Promoters
b. Incorporators
c. Shareholders
d. Both A & B
e. Both A & C
d. Both A & B
300
What exists for all practical purposes as a corporation but has no legal right to corporate existence as against the state?
De facto corporation
300
They implement Corporate policy and manage day to day operations
Who are the officers of a corporation
300
Contributions (gifts) by partners
Property puchased with partnership profits
Other property (partnership loans, assets etc)
What is considered partnership property
300
Differentiate de jure and de facto corporations.
De jure corporations exist in fact and in law but de facto corporation exists in fact but not in law. And give further explanation
400
T/F
A statutory close corporation is allowed to make public offerings of any of its stock of any class.
False
400
This must be stated in the articles of incorporation of a non-stock corporation?
What is the amount of capital contributed by persons, details of the contributors and their respective amounts.
400
Minimum number of shares needed for valid vote at a meeting
What is a Quorum
400
All partners manage and have personal liability
What is a General partnership
400
Duty of Performance and Obedience
Duty of due care
Duty of Loyalty
Duties of Agents to principals
500
4 types of Corporations
• C Corporation
• Professional Corporation
• Statutory Close Corporation
• Non Profit Corporation
500
What are the mandatory provisions that must be stated in the articles of corporation?
Matters that are deemed necessary like classes of shares, approval by SEC with sworn statement of treasurer and other matters as long as they abide by the law.
500
Any of these actions could result in the "piercing of the corporate veil"
What are:
*Lack of Corporate formalities
*Commingling of assets
*Inadequate capitalization
500
Association of two or more persons for profit
What is a partnership
500
Principal's conduct makes it appear that agent has authority to act on principal's behalf