Exam 33: Nature,formation,and Powers

Under the Statutory Close Corporation Supplement to the MBCA,a close corporation must have bylaws on file with the Office of the Secretary of State or some other public office.

A corporation can be formed in the State of New York by complying with New York statutes or with the Federal Model Corporation Act.

What are the principal attributes of a corporation?

The modern approach follows the common law rule in holding that a corporation cannot commit a criminal act.

An offer to purchase capital stock in a corporation yet to be formed is made by a(n):

Discuss the corporate form of business organization with respect to how it is created,the liability of persons having an ownership interest,how management is conducted,and duration of existence.

The Revised Act provides that only one person need act as the incorporator,though more may do so.

The City of Chicago would best be described as which of the following?

The doctrine of corporation by estoppel is distinct from that of corporation de facto;estoppel does not create a corporation.

Byron and Tyron have been partners for 3 years and now would like to form a corporation.Discuss what is required in most states to form a corporation.

The Revised Model Business Corporation Act has been adopted at least in part by more than half of the states.

Promoters have a fiduciary duty to the corporation.

Although,in general,internal affairs of foreign corporations are not regulated by the state,at least a few states,including New York,regulate such matters of those corporations that conduct a majority of their business in the state but are incorporated elsewhere.

Which of the following is untrue regarding professional corporations?

Which of the following may be used to redress the ultra vires acts committed by a corporation?

The "corporate veil" is most likely to be pierced in the case of closely held corporations and in parent-subsidiary relationships.

Master Ink owns all the stock of Prime Pen Co.A Prime Pen employee commits a tort for which the employer is liable.The suit results in a judgment for $1 million against Prime Pen.Prime Pen assets total $650,000,but Master Ink's assets are in the millions.In which of the following situations would the judgment have to be paid by Master Ink?

In the absence of contractual restrictions,shares in a corporation may be transferred by sale,gift,or pledge.

Charles Bonney,the sole stockholder of Kid Corporation,wrongfully used the corporation to avoid a personal liability.A court's disregard of the corporate entity to hold Bonney personally liable is called:

A publicly held corporation is one that is both (a)owned by at least 50 shareholders and (b)required to register under the Federal Securities and Exchange Act of 1934.