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Ch 34 life and death of corp

A corporation by estoppel is based on fairness rather than strict legal rules
A dejure corporation is recognized as a corporation despite a defect in incorporation
A business corporation can be incorporated under either state law or federal law
Sara decided to incorporate her business under the name Gomo, Inc. Before Gomo was incorporated, Sara signed a contract in the name of Gomo, Inc. to lease a store front. Sara did not tell the other party that Gomo was not yet formed. Sara is personally liable on the lease.
Shyff decided to incorporate his business under the name of “Zamm” the Model Act requires that Shyff include one of the following words: corporation,” “incorporated,” “limited,” or “company” or an abbreviation thereof.
A corporation must always have a registered agent within the state of incorporation, even if the corporation does not maintain an office in that state
Under corporate law, a corporation that officially states its purpose is “to engage in any lawful activity for which corporations may be organized under the General Corporation Law of Idaho” is too broad. A corporation’s purpose must be more narrowly defined.
Incorporates of Maizey Co. signed and delivered the corporate charter to the proper office, but due to inefficiencies in the government office, the filing was delayed. During the period between the delivery of the charter and the filing, a promoter of Maizey Co. entered a contract for the delivery of goods using the corporate name. The supplier, if it finds out the filing had not been completed when the contract was entered, may hold the promoter personally liable on the contract.
A corporation is not allowed to issue dividends to shareholders unless it is solvent
Incorporates are required to sign the charter, deliver it to the proper state officials, and purchase a certain percentage of the initial stock offering
It is illegal for shareholders to transfer their stock to a trust and give the trustee the power to vote the shares
TriColor, Inc. is doing business in Minnesota, West Virginia, and Oklahoma. TriColor must register in all three of these states
Owners of preferred stock typically have a preference in liquidation
Lee owns 1,000 shares of common stock in TriColor, Inc. Common stock is the last stock in line for any corporate payouts, including dividends and liquidation payments
Terminating a corporation is a three-step process: dissolution, winding up and termination
Can incorporate the business in any state
Laurie is incorporating her business. The business’s home state is Wisconsin. Business will be conducting in California, Michigan, Pennsylvania and Virginia. Lauire:
yStar will be liable on the contracct only if the corporation adopts the contract
Carey decided to incorporate her business under the name yStar Inc. Before yStar was incorporated, Carey signed a contract in the name of yStar, Inc. to have some space remodeled. Which statement is correct?
A states secretary of state office
A corporate charter is filed with
Treasury Stock
MegaCorp purchased 10,000 shares of its own stock that had previously been owned by private investors. The stock MegaCorp repurchased is called:
for 120 days by paying a 75$ fee
In Deleware, a person may reserve a corporate name
dejure corporation
In incorporating E-prise, the promoter game an incorrect ZIP code for the registered agent. All of the other requirements for the incorporation were met. E-prise is an
Designed to prevent dilution of a shareholder’s ownership in the company
Preemptive rights are:
All of the above. All of these items are used to identify the same document
Defining the corporation with such information as the corporation name, the number and type of authorized shares of stock, identification of the purpose and agent is done through the:
Classes, series
Corporate stock can be divided into categories called ___ which can further be divided into ___
both of the above are necessary to change a corporate charter
Once a provision is in the corporate charter, it can only be changed by
Shareholders against personal liability for the debts of the company
Incorporation protects:
No. Under the model act, regardless of MegaCorps motives, it had the right to act as it did
The directors of MegaCorp learn that an outsider is planning on buying enough voting stock to get herself elected to the board of directors. MegaCorp, which has cumulative voting, quickly puts together a vote of shareholders to eliminate the company’s cumulative voting procedure. The shareholders vote to do away with cumulative voting. The outsider, Dawn, who wanted to get herself elected to MegaCorp’s board, claims that the company has committed an illegal act. Is she right?
that of any corporation that already exists in Deleware
Mike is planning on incorporating his business in the state of Deleware. The corporate name of Mike’s business must be different from
Fashion Inc. has 12 shareholders. There is no shareholder agreement concerning the board of directors. The company is subject to the Model Act. How many directors is Fashions, Inc. required to have?
Whatever officers are described in the corporate bylaws
Fashions, Inc. has 12 shareholders The company is subject to the Model Act. What officers is Fashions, Inc. required to have?
chosen by board of directors
The officers of a corporation are
include in its charter a provision indemnifying the directors unless they have engaged in misconduct or bad faith
Under most state statutes, a corporation may:
All the above
Which of the following statements is correct?
MegaCorp is incorporated under Deleware law. It is registered to do business in New York. Legally, in New York MegaCorp is known as what kind of corporation
MegaCorp is not required to register in Michigan because it does not have an ongoing presence in Michigan
MegaCorp occasionally sells products in Michigan. It does not have an office in that state and does not advertise in Michigan. The company’s marketing representatives are based in New York but do travel to Michigan once a year to attend a trade show. Which statement is correct?
Yes, MegaCorp can defend against a lawsuit in Michigan regardless of whether MegaCorp is registered to do business in the state
MegaCorp is incorporated in the state of Delaware and is registered only in Delaware. Jolene purchased a MegaCorp product from a company’s sales representative following a presentation in Michigan. Jolene was seriously injured by the product in Michigan. Under the Model Act, if Jolene sues in Michigan, can MegaCorp defend the suit there?
All the above
Hank owns 100 shares of cumulative preferred stock in Wayside Transport, Inc. Kelsey owns 50 non-cumulative preferred shares, and Oleg owns 120 shares of common stock. Wayside does not pay dividends in 2007. In 2009:
Corporate shareholders may be held personally liable to a person damaged by an act of the corporation
What is meant by the term “piercing the corporate veil?”
are limited by the number of shares authorized in the corporate charter, but this number can be increased by amending the charter and paying a fee
The executives of Jornaginn Corporation have decided they need to sell 50,000 additional shares of stock to finance their plans. The executives:
the ultra vires doctrine
Wizardry Corporation’s purpose clause in its charter states, “To operate a home-cleaning service business.” After a few years of successful operation, Wizardry is offered the challenge of landscaping a neighboring business. If Wizardry accepts the offer, it would be violating: its charter under

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