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FL Corps & Partnerships Bar Exam 2020 > FL Corporations > Flashcards

Flashcards in FL Corporations Deck (201)
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1

Can a New York corporation be the incorporator of a FL corporation? Can Joan Rivers?

Yes; Yes

2

Articles of Incorporation: 4 Mandatory Provisions

(1) Name and address of corporation
(2) Name and address of each incorporator
(3) Name and street address of registered agent/office
(4) Number of authorized shares

3

Can I form a corporation named Sokko's Donuts?

No - name has to include "corporation," "company," or "incorporated" (or abbreviation)

4

What if a corporation has a narrow purpose clause (e.g., "to sell donuts") but it later sells Gilbert''s Outlines too?

This is an ultra vires act. Ultra vires acts are valid, but:
(1) Shareholder or state can seek injunction to stop; and
(2) Officers & directors are personally liable for ultra vires losses they cause

5

Filing is conclusive proof a corporation was fuly formed in accordance with the law.

De jure corporation

6

If not filed, the corporation risks administrative dissolution.

Annual report

7

Need a good faith attempt to form a corporation, and an act on the corporation's behalf. Almost as good as de jure.

De facto corporation

8

Ryan Tannehill mailed articles to the Department of State. A week later, he contracts for the firm. The articles had not been filed; they got lost in the mail.

Are the shareholders liable on the contract?

What if one of the shareholders knew that the articles had not been filed?

No because there was a good faith attempt to comply with the statute. (So shareholders shouldn't be punished).

Shareholder who knew that the articles had not been filed woudl be liable (only protects the innocents).

9

A person who deals with a business as if it were a corporation may be ________ from later arguing that it is not a corporation.

Estopped
(Corporation by estoppel)

10

De Facto Corporation and Corporation by Estoppel protect shareholders only against _________ claims.

Contract

11

Contain matters of internal governance, like the VP's duties, meeting dates, etc.

By-laws

12

Who may adopt the initial by-laws, unless that power is reserved to the shareholders in the articles?

Either the incorporator or the directors

13

Who may amend the bylaws, unless that power is reserved the shareholders in the articles or by the shareholders themselves in amending a particular by-law?

Either the directors or the shareholders

14

Which controls if there is a conflict between the bylaws and articles?

Articles

15

A person acting for a corporation before it has been formed. Owe fiduciary duties to the corporation and cannot make a secret profit on their dealings with the corporation.

Promoter

16

Liability on pre-incorporation contracts:

The corporation is NOT liable unless it ADOPTS the contract as its own, either expressly (board passes a resolution) or impliedly (corporation knowingly accepts the benefit of the contract).

17

Don Shula, a promoter for a corporation not yet formed, leases space and signs the lease "Invisible, Inc." Later on, Don forms Invisible, Inc. Is Invisible, Inc. liable on the lease?

Not automatically. Only if it adopts as its own.

18

Don Shula, a promoter for a corporation not yet formed, leases space and signs the lease "Invisible, Inc." Later on, Don forms Invisible, Inc. and Invisible, Inc. moves into the space knowing of the lease. Is Invisible, Inc. liable on the lease?

Yes. Impliedly adopted lease by conduct.

19

The promoter remains liable on a contract unless there's a _________.

Novation (where the corporation, promoter and the third party agree to substitute the corporation for the promoter as the one liable on the contract).

20

Don Shula, a promoter for a corporation not yet formed, leases space and signs the lease "Invisible, Inc." Later on, Don forms Invisible, Inc. and Invisible, Inc. moves into the space knowing of the lease. Is Don still liable if Invisible, Inc. is formed and adopts the lease as its own?

Yes. All adoption means is that the corporation is liable too!

21

A corporation organized under the laws of any jurisdiction other than Florida.

Foreign Corporation

22

A foreign corporation transacting business in FL must ____ to do business here.

Qualify

23

Engaging in intrastate (completely within FL) transactions in FL on a regular basis.

"Transacting Business"
Note: Interstate business is NOT enough

24

Get a certificate of authority from Department of State. Must provide info from articles and be in good standing in home state.

"Qualify"
Note: Once it qualifies, a corporation must have a registered agent.

25

Corporation is subject to civil fines and cannot bring suit in a FL court without getting a _____________ and ________________.

Certificate of authority; paying any fines due
NOTE: Can be sued

26

Nerd Co., a Delaware corporation, sold goods on one occasion to a buyer in Miami, but had no other contacts with FL. Which of the following statements is true?

(A) Nerd Co. is not a foreign corporation with respect to FL corporate law
(B) Nerd Co. may be sued in a FL court only if it has qualified to transact business in FL
(C) Nerd Co. may bring suit in a FL court only if it has qualified to transact in FL
(D) Nerd Co. may bring suit in a FL court without qualifying to transact business

(D) Nerd Co. may bring suit in a FL court without qualifying to transact business

Because not transacting business per definition (& does not have to qualify to be able to bring suit).

27

When a corporation sells its own shares.

Issuance

28

McLovin sells 3,000 shares of Anheuser-Busch, Inc. Is this an issuance?

No - not an issuance when a shareholder sells shares (only corp)

29

Number of shares a corporation actually sells.

Issued Shares

30

Issued shares the corporation has not reacquired (so they are still in the hands of shareholders)

Outstanding shares