Corporations 4

Question 1

A _________ is a business entity created (“Incorporated”) under the statutory laws of a jurisdiction. The jurisdiction where a corporation is incorporated is the law that applies to all of the internal affairs.

Answer 1

Corporation

Question 2

A corporation is a ______ _____ created (“Incorporated”) under the statutory laws of a jurisdiction. The jurisdiction where a corporation is incorporated is the law that applies to all of the internal affairs.

Answer 2

business entity

Question 3

A corporation is a business entity _______(“__________”) under the statutory laws of a jurisdiction. The jurisdiction where a corporation is incorporated is the law that applies to all of the internal affairs.

Answer 3

created
incorporated

Question 4

A corporation is a business entity created (“incorporated”) ______ the _____ ______ of a ________.

Answer 4

under
statutory laws
juridiction

Question 5

A corporation is a business entity created (“Incorporated”) under the statutory laws of a jurisdiction. The _________ where a corporation is incorporated is the law that applies to all of the internal affairs.

Answer 5

juridiction

Question 6

A corporation is a business entity created (“incorporated”) under the statutory laws of a jurisdiction. The jurisdiction where a _________ is _________ is the law that applies to all of the internal affairs.

Answer 6

corporation
incorporated

Question 7

A corporation is a business entity created (“Incorporated”) under the statutory laws of a jurisdiction. The jurisdiction where a corporation is incorporated is the ______ that _______ to ______ of the ______ _______.

Answer 7

law
applies
all
internal affairs

Question 8

A _________ is formed by incorporators [sometimes called promotors]. The certificate of incorporation (DGCL), Articles of Incorporation (MBCA), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.

Answer 8

corporation

Question 9

A corporation is ________ by incorporators [sometimes called promotors]. The certificate of incorporation (DGCL), Articles of Incorporation (MBCA), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.

Answer 9

formed

Question 10

A corporation is formed by _________ [sometimes called _______]. The certificate of incorporation (DGCL), Articles of Incorporation (MBCA), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.

Answer 10

incorporators
Promotors

Question 11

A corporation is formed by incorporators [sometimes called promotors]. The _________ ____ _________ (_______), Articles of Incorporation (MBCA), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.

Answer 11

Certificate of Incorporation (DGCL)

Question 12

A corporation is formed by incorporators [sometimes called promotors]. The Certificate of Incorporation (DGCL), ______ ___ _______ (_____), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.

Answer 12

Articles of Incorporation (MBCA)

Question 13

A corporation is formed by incorporators [sometimes called promotors]. The Certificate of Incorporation (DGCL), Articles of Incorporation (MBCA), and _______ (_____ _____) are synonymous and refer to the same document known as the corporation’s birth certificate.

Answer 13

Charter (generic term)

Question 14

A corporation is formed by incorporators [sometimes called promotors]. The Certificate of Incorporation (DGCL), Articles of Incorporation (MBCA) and Charter (generic term) are ________ and refer to the same document known as the ______ _____ _____.

Answer 14

synonyms

Corporation’s Birth Certificate

Question 15

____ _____, partnership, association, or corporation, singly or jointly with others, and without regard to such person’s or entity’s residence, domicile or state o incorporation, may incorporate or organize a corporation under tis chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).

Answer 15

Any person

Question 16

Any person, _________, ________, or ________, singly or jointly with others, and without regard to such person’s or entity’s residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).

Answer 16

partnership, association, or corporation

Question 17

Any person, partnership, association, or corporation, ______ or ______ with others, and without regard to such person’s or entity’’s residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).

Answer 17

singly
jointly

Question 18

Any person, partnership, association, or corporation, singly or jointly with others, and _____ ______ to such persons or entity’s residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).

Answer 18

without regard

Question 19

Any person, partnership, association, or corporation, singly or jointly with others, and without regard to such _______ or _______ residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation;. DGCL § 101(a).

Answer 19

person’s or entities

Question 20

Any person, partnership, association, or corporation, singly or jointly with others, and without regard to such person’s or entity’s _______, _______ or _____ __ ________, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).

Answer 20

residence, domicile, or state of incorporation

Question 21

Any person, partnership, association, or corporation, singly or jointly with others, and without regard to such person’s or entity’s residence, domicile or state of incorporation, may _________ or _______ a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).

Answer 21

incorporate or organize

Question 22

Any person, partnership, association, or corporation, singly or jointly with others, and without regard to such person’s or entity’s residence, domicile or state of incorporation, may incorporate or organize a ________ under this chapter by filing with the Division of Corporations in the Department of State a ______ ___ _______. DGCL § 101(a).

Answer 22

corporation

Certificate of Incorporation

Question 23

_______ or _____ _____ may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. MBCA § 2.01.

Answer 23

One or more persons

Question 24

One or more persons ______ ______ as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. MBCA § 2.01.

Answer 24

may act

Question 25

One or more persons may act as the _________ or __________ of a corporation by delivering articles of incorporation to the Secretary of State for filing. MBCA § 2.01.

Answer 25

incorporator or incorporators

Question 26

One or more persons may act as the incorporator or incorporators of a corporation by delivering _______ ___ ______ to the Secretary of State for filing. MBCA § 2.01.

Answer 26

articles of incorporation

Question 27

____ ________ _____ _________ (DGCL § 101(a). ______ ____ ______: (1) The name of the corporation (2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address (3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity (4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof; (5) The name and mailing address of the incorporator or incorporators; and (6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify. * DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).

Answer 27

The Certificate of Incorporation SHALL set forth

Question 28

The Certificate of Incorporation (DGCL §102(a): SHALL set forth: (1) ____________________________ (2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address (3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity (4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof; (5) The name and mailing address of the incorporator or incorporators; and (6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify. * DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).

Answer 28

1. The name of the corporation

Question 29

The Certificate of Incorporation (DGCL §102(a): SHALL set forth: 1) The name of the corporation (2) ? (3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity (4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof; (5) The name and mailing address of the incorporator or incorporators; and (6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify. * DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).

Answer 29

(2) The address of the corporation's registered office in this State, and the name of its registered agent at such address

Question 30

The Certificate of Incorporation (DGCL §102(a): SHALL set forth: 1) The name of the corporation (2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address (3) ? (4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof; (5) The name and mailing address of the incorporator or incorporators; and (6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify. * DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).

Answer 30

(3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity

Question 31

The Certificate of Incorporation (DGCL §102(a): SHALL set forth: 1) The name of the corporation (2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address (3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity (4) ? (5) The name and mailing address of the incorporator or incorporators; and (6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify. * DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).

Answer 31

(4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof;

Question 32

The Certificate of Incorporation (DGCL §102(a): SHALL set forth: 1) The name of the corporation (2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address (3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity (4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof; (5) ? (6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify. * DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).

Answer 32

(5) The name and mailing address of the incorporator or incorporators; and

Question 33

The Certificate of Incorporation (DGCL §102(a): SHALL set forth: 1) The name of the corporation (2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address (3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity (4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof; (5) The name and mailing address of the incorporator or incorporators; and (6) ? * DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).

Answer 33

(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of software the person who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.

Question 34

_____ ______ ____ ______ (MBCA § 2.02(a)) _______ _______ (1) A corporate name (2) The number of shares the corporation is authorized to issue (3) The street name and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and (4) The name and address of each incorporator * MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).

Answer 34

The Articles of Incorporation MUST include

Question 35

The Articles of Incorporation (MBCA § 2.02(a)) MUST include: (1) ? (2) The number of shares the corporation is authorized to issue (3) The street name and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and (4) The name and address of each incorporator * MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).

Answer 35

(1) A corporate name

Question 36

The Articles of Incorporation (MBCA § 2.02(a)) MUST include: (1) A corporate name (2) ? (3) The street name and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and (4) The name and address of each incorporator * MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).

Answer 36

(2) The number of shares the corporation is authorized to issue

Question 37

The Articles of Incorporation (MBCA § 2.02(a)) MUST include: (1) A corporate name (2) The number of shares the corporation is authorized to issue (3) ? (4) The name and address of each incorporator * MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).

Answer 37

(3) The street name and mailing address of the corporation's initial registered office and the name of its initial registered agent at that office; and

Question 38

The Articles of Incorporation (MBCA § 2.02(a)) MUST include: (1) A corporate name (2) The number of shares the corporation is authorized to issue (3) The street name and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and (4) ? * MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).

Answer 38

(4) The name and address of each incorporator

Question 39

Corporate Purpose? A Range Milton Friedman’s “Shareholder Wealth Maximization” View: The responsibility of corporations is to use its resources and engage in activities designed to increase its profits. Long-term Shareholder Value The Corporate Social Responsibility / ESG View: In addition to profits, corporations should pay employees fairly, respect their neighboring communities, protect the environment, and engage in sustainable business practices. (__________ __________ Reflects). !!

Answer 39

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