Flashcards in Florida Corporations Deck (341)
Florida corporations are governed by what Florida Statute?
Florida's Business Corporation Act.
Florida's Business Corporation Act is based substantively on what?
Based substantively on the Model BusinessCorporation Act as amended in 1984.
What do Florida courts often rely on if no Florida case has addressed the question at hand?
On judicial precedent from other Model Act jurisdictions.
What is a corporation?
A separate legal entity distinct from its shareholders.
May a corporation generally exercise through its agents the same rights and privileges as a natural person?
Corporations may generally exercise through its agent the same rights and privileges as a natural person.
What are the principal advantages of the corporate form?
Limited liability of shareholders for corporate obligations; centralized management; continuity of existence; ease of transferring ownership; and access to capita through the sale of shares.
What is double taxation in florida corporation?
Double taxation is when florida corporate earnings paid to shareholders are taxed as income to the corporation and as income to the shareholder.
How can small businesses avoid double taxation?
Small business corporations may avoid this by electing taxation under Subchapter S of the Internal Revenue Code.
Under Subchapter S of the Internal Revenue Code, how are taxes assessed?
Taxes corporate income directly to the shareholders in proportion to their ownership.
What must corporations qualified to do business in Florida file?
A annual report with the department of state.
A corporation failing to file a mandatory annual report with the department of state what?
May not bring or defend an action in Florida courts until the report is filed and may be involuntarily dissolved.
Each corporation qualified to do business in Florida must maintain what?
Must maintain a registered office and agent in Florida.
What kind of powers are conferred upon all corporations to allow them to carry out their purposes?
Broad statutory powers.
How may broad statutory powers conferred upon all corporations be limited or expanded?
Through the corporation's articles.
What are some of the broad statutory powers conferred on all corporations to allow them to carry out their purposes?
The power to hold property, enter contracts borrow money, lend money (except to outside directors) hold and vote securities, indemnify agents, and donate to charity.
May corporations contribute to candidates for state or local office?
Corporations may contribute within limits to candidates for state or local office.
May corporations expend funds to support or oppose ballot referendums or candidate for political office?
Corporations may expend funds as free as individuals i border to support or oppose ballot referendums or a candidate for political office.
Corporations may expend funds as free as individuals in order to support or oppose ballot referendums or a candidate for political office so long as what?
So long as the spending is independent of a candidate.
What basic two things are corporations liable for?
Their contracts and for torts committed by their agents.
When may a corporation be held liable for punitive damages?
When an employee or agent angles in international misconduct or is grossly negligent and the corporation participates in or condones the conduct or is itself grossly negligent.
What are ultra vires acts?
Ultra vires acts are those beyond the power of the corporation conferred b law or by a corporations charter.
When did common law allow the fact that a particular act was ultra vires to be asserted?
As a defense by a corporation.
Has the defense of ultra vires been abolished?
The ultra vires doctrine has generally been abolished.
The ultra vires doctrine has generally been abolished except?
Except that a shareholder derivative suit may be brought against the corporation to enjoin performance of a specific ultra vires executory contract and the corporation may bring suit against officers or directors to recover damages for past ultra vires acts that damaged the corporation.
Florida corporations generally can do what based of the road statutory powers conferred?
Anything tha tis rationally related to a business purpose except done to candidates for federal office.
How may an act be found to be an ultra vires act and if so will the ultra virus doctrine apply?
Generally only where the corporation's articles restrict its powers. The ultra vires doctrine provides for a very limited defense so a corporation will not avoid a contract merely because the contract is outside the corporation's powers.
What may constitute incorporators for the formation of a Florida corporation?
Natural persons, corporations, partnerships, or association.
What is the articles of incorporation?
The agreement among the incorporators regarding details of the corporation's organization.
What must the articles of incorporation of a Florida corporation state?
The corporation's name indicating its corporate status, the number of shares and distinguishing characteristics of each class or series, the preemptive rights (none if not stated), the address of the initial registered office, the name of initial registered agent together with the agent written acceptance, the names and addresses of the incorporators, the address of principal office if known and mailing address of the corporation.