Exam 33: Nature, Formation, and Powers

The Model Business Corporation Act has been adopted by all of the states in the United States to make state incorporation statutes uniform throughout the United States.

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

Which of the following is correct regarding a foreign corporation?

The person who signs and files the articles of incorporation is the:

A corporation whose principal place of business operation is Florida must be incorporated in Florida.

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

In corporations, the managers are necessarily owners.

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

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

Shareholders do not have limited liability for corporate debts.

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.

Explain each of the following specialized types of corporations: a. Professional b. Public _{c. Nonprofit}

A promoter is personally liable on contracts made by him in the name of the unformed corporation:

Under the RMBCA, the filing of the articles of incorporation by the Secretary of State is conclusive proof that the incorporators have satisfied all conditions precedent to incorporation so that a shareholder or creditor would be unable to challenge the existence of the corporation.

Identify each of the following corporations by type. a.Dr. Smith and Dr. Jones are medical doctors who practice together. They incorporate their medical practice so that they can offer themselves and their employees better employment benefits. b. A group of concerned citizens obtains a corporate charter from the state to form a local Water Planning and Management Corporation that is authorized to do water planning on a local level, to grant permits for such purposes as the installation of ditches, and to encourage good water usage practices in their jurisdictional area. Agatha and Betty, who are sisters, form a corporation in which they are the sole shareholders. c.They plan to operate a large retail store that sells collectibles. Agatha is the president and Betty is the chairperson of the board of directors. d. Shelby and Trent form a corporation to prevent spouse and child abuse. The corporation operates a shelter for battered women and homeless children. e. Zebron Corporation is incorporated in the State of West Virginia. It decides to expand its business to Kentucky. What type of corporation is it in West Virginia? What type of corporation is it in Kentucky?

Dickens Corporation, incorporated in Delaware, opens a warehouse in a western state from which it ships goods. If Dickens does not have a certificate of authority to do business within the western state:

Michael, employed by Romer Corporation, fraudulently represents Romer's product while attempting to make a sale. Michael, but not Romer Corporation, may be found liable for fraud.

Once a shareholder sells the stock of the corporation, since the ownership of the corporation changes, a new corporation is formed.

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 corporation has no constitutional protection against unreasonable searches and seizures.