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Flashcards in Organization 2 Deck (16):

Does a joint venture have to file docs with the state?

No, led partnership, LLC and subchapter s do


Can one person form a C corporation.

Yes, protects from liability.


Do you need a written agreement to create a partnership.

NO, unless it falls within the Statute of Frauds

Agreement can be express, implied or apparent.


Is an express partnership one with a written agreement?

No you can form an express partnership orally.


What is the definition of a partnership?

A partnership is an association of two or more persons to carry on a business as co-owners for profit.


Guy made an offer to subscribe 100 shares of the stock of the company for $$$$. A month later the corp. agreed to the offer. The guy paid $$$$ immediately, and the rest a month later and the rest due a few months after that. In between the corp. was forced into bankruptcy. Can the creditors go after Hoffman and for how much.

The can still go after him for what he agreed to pay for the subscription.


Shareholders sue an executive vp (derivative action) for negligence and they win. Board would like to indemnify and the articles of incorporation don't mention anything about indemnification. Can they still indemnify him?

The court can grant indemnification even if the articles of incorporation do not provide for it.


Joint ventures are most similar to?

General partnerships be caused it's an informal organization of two or more persons or entities to perform a certain activity. kinda like a general partnership which is 2 or more for profit.


What are the reasons a judge my dissolve a corporation at the request of shareholders?

- waste of corporate assets by the bod
-Directors are deadlocked in the mgt of corporate affairs
- acts of directors are illegal or oppressive
- SH are deadlocked and can't elect directors for 2 consecutive annual meetings

what isn't
failing to file annual reports


Can partnership property be assigned or attached by creditors.

Not without unanimous consent of the partners


Can an association be taxed as a corporation



If you make an election to be taxed a certain way, how long do you have to wait to change that

5 years


Default calsificatons
1 person entity
2person entities
3 foreign LLC

1 disregarded as an entity separate from owner
2 partnership
3 foreign LLC
form 8832


three characteristics of corporations

limited liability
continuity of life
centralization of mgt


article 2 ucc what does it cover

sales of goods


difference between warranty of merch vs fitness for a particular purpose

both are implied
while purpose is more specific, interesting that both are implied and odn'thave to be in writing, but I think to disclaim the fitness it has to be in writing, may disclaim merch if oral