Florida Corporations (2021) Flashcards Preview

Florida 2021 Feb Bar > Florida Corporations (2021) > Flashcards

Flashcards in Florida Corporations (2021) Deck (64)
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1

Formation of Organization

Incorporator delivers articles of incorporation to the Department of State for filing

2

Articles of Incorporation

basic charter of the corporation

3

Required Provisions of Articles of Incorporation

Name
Corporations Adress
Authorized Shares
Resident Agent
Incorporators

4

Optional Provisions

Board Members
Purpose
Management
Powers
Par Value
Shareholders
Exclusive Forum Provisions
Preemptive Rights

5

Requirements for Corporation Name

Must include term which identifies it as a corporation;
Must not appear to be connected to gov't;
Must be distinguishable from filed names (except fictitious names)

6

Requirements for Authorized Shares

Articles must include number of shares the corporation is authorized to issue

MUST authorize: one of more classes of shares with unlimited voting rights, and one of more classes of shares which receive net assets at dissolution. (can be the same class/share)

More than one class or series of stock may be authorized unless the articles require the board of directors to determine by resolution

7

When Corporation Begins

Date of filing OR date specified in articles

*If filed 5 days after specified date then goes by date filed

8

When Corporation Ends

Unless articles specifically specify terms then presumed to exists perpetually

9

Corporate Purpose

Corporation can be created for any lawful purpose BUT can be limited by article

10

Ultra Vires

Corporation cannot be challenged on grounds that it lacks/lacked power to act

11

Corporation (Definition)

for-profit corporation, other than a foreign corporation incorporated under FL law

12

Foreign Corporation (Definition)

for-profit corporation incorporated under laws other than FL

13

Foreign Corporation Transacting W/O Authority Consequences

Cannot maintain proceeding until certificate obtained
Liable to FL for fees up to $1000
Does not impair validity of contracts, deeds, mortgages, security interests, or corporate acts
Does not prevent from defending action in FL

14

Bylaws

Written rules for conduct of corporation

15

Who Adopts Bylaws

Incorporators or board of directors unless reserved to shareholders

16

Provision Inconsistent with Law

Permissible

17

De Facto Corporation

Company that operates as if it were a corporation even though it hasn't completed steps to incorporate.

Temporarily treated as valid

18

Corporation by Estoppel

Prevents a corporation/defendant from using corporation's failure to legally incorporate as a defense in a lawsuit

19

Promoter

The party who assists in planning/forming new business

20

Promotor Contract Liability

Liable on any contract made prior to the creation of the incorporation unless there is a novation

21

Subscription for Shares

Offer to purchase shares made to corporation by a person who wants to be shareholder.

Valid for 6 months unless agreed otherwise

22

Adequate Capital

Meets both company's future needs and the ability to pay its debts when they are due

23

Piercing Corporate Veil

Plaintiff must show corporation is mere instrumentality/alter ego of the defendant and the defendant is engaged in improper conduct - makes all shareholders liable

24

When is Parent Corp liable for Subsidiary

Need 2 out of 3:

Formalities of separate corp. procedures are not observed
Corp is inadequately financed as separate unit
Policies of corp are not directed to own interests

25

When is shareholder personally liable

If they personally commit a tort while acting as an agent for corporation

26

Common Stock

Elect board of directors & vote on corporate structure

Lowest Priority

27

Preferred Stock

Entitled to receive payment of dividends before other shares OR entitled to receive distribution of preferential amount in event of liquidation/dissolution

Must be paid before common stock

28

Outstanding Shares

number of shares currently owned by investors - does not include shares corporation has repurchased

29

Voting Rights

Each outstanding share has voting rights unless they are redeemed

30

Treasury Stock

Shares that company issued and company reacquired