Corporations Flashcards
(67 cards)
Name of Corp must include words
Corporation,
Company
Incorporated
Or an abbreviation thereof
What is statutory cap for liability of directors for damages?
$100k
How can corporations reduce or eliminate liability if it’s directors/officers?|
By laws or articles
Who may fill vacancy on directors of a corporation
Board of directors
What must occur for the board of directors to take an action at a meeting
A majority of directors must approve of action where there is a quorum
A person may become a member of a manager-managed LLC if
A majority of the managers of the LLC consent
can a person become a member of an LLC without making a contribution, monetary or otherwise, to the LLC?
Yes
A promoter is generally ___ liable for
personally liable for actions on behalf of an unincorporated business even after the business is incorporated, unless a subsequent novation releases the promoter from liability.
Before a board may delegate the authority to fix the amount and terms of a distribution to a committee, the board must first
authorize a distribution and set sufficient parameters
A restriction on the transfer of stock can be enforceable against a transferee who takes the stock
W knowledge of the restriction
placement of a notation regarding a transfer restriction on a stock certificate ensures that the transferee is deemed to have
Knowledge of the restriction
Under the default rules, provided there is a quorum, how many votes cast are required for the election of a director by the shareholders
Plurality of votes cast
When shareholders are granted cumulative voting rights in the articles of incorporation, each shareholder is entitled to
multiply the number of votes she is entitled to cast by the number directors for whom she is entitled to vote and cast the resulting product for a single candidate or distribute the product among two or more candidates.
When shareholders are granted cumulative voting rights in the articles of incorporation, each shareholder is entitled to
multiply the number of votes she is entitled to cast by the number directors for whom she is entitled to vote and cast the resulting product for a single candidate or distribute the product among two or more candidates.
What document includes how profits and losses are allocated among the members of the LLC.
LLC’s operating agreement
Steps to establish a corporation
File articles of incorporation with state corporation commission and pay registration fee
Articles of incorporation must include
Name of corp, number of authorized shares, and registered agent and office
Steps to create a general partnership
No filing, created whenever two or more persons created a business for profit as co-owners
Steps to create limited partnership
File certificate of limited partnership with state corporation commission and pay required fee
Certificate of limited partnership must include
Name of limited partnership, registered agent and office, principal office of limited partnership, and name and address of general partner
How can a general partnership be converted to a limited partnership
With approval of all partners and filing articles of limited partnership
Liability of partners in general partnership
Unlimited person liability for debts of partnership. jointly and severally liable for debts of biz
Liability of partners in limited partnershop
Limited partners have limited liability and are typically not liable unless they engage in control of business, third party reasonably believes they are a general partner and has no reason not to believe
Liability of shareholders in corp
Generally not liable for debts of corporation unless pierce corp veil.
