Exam 33: Nature, Formation, and Powers

Name the classifications of corporations.

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

Which of the following is not a characteristics of a corporation?

Define "promoter" in reference to a corporation.

A corporation has perpetual existence unless otherwise stated in its articles of incorporation.

Under the RMBCA, a newly formed corporation need not hold an organizational meeting.

Which of the following may influence a promoter to choose to incorporate in a particular state?

Mark complied with all formation requirements for incorporating his taxicab business. He is the sole shareholder in the corporation. The corporation owns two automobiles that Mark frequently uses for his own personal use. In addition, he sometimes deposits the money he takes in during the day into his personal checking account. One day, an employee of the company, while driving one of the company vehicles, accidentally hits Peter, a pedestrian, in a crosswalk. Peter sues both Mark and the Taxi Company for $100,000. The corporate assets are only $32,000. a. Is the corporation liable for the acts of its employee? Explain. b. Will Mark be personally liable under the facts? Why? Explain.

A corporation formed in substantial compliance with the incorporation statute and the required organizational procedures is a:

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

Under the Model Act, the bylaws may contain any provision for managing the business and regulating the affairs of the corporation as long as it is not contrary to or inconsistent with the law or articles of incorporation.

Claire opened Claire's Beauty Parlor in her home. She solicited funds to begin the business from Jack, who was led to believe that the business was incorporated. Claire had, in fact, never filed the papers. One day, Claire fell asleep while giving a customer a permanent and the solution caused her customer severe burns. The customer sued the Beauty Parlor for $500,000, an amount enormously in excess of the business assets. Under the RMBCA, what would be the result?

In many states, the services of the incorporators are perfunctory and short-lived.

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

A corporation is considered to be a person within the Fifth Amendment's clause that protects a person against self­ incrimination.