Exam 33: Nature and Formation of Corporations

The Model Business Corporation Act is a state statute that, like the UCC, has been adopted by all of the states in the United States to make state incorporation statutes uniform throughout the United States.

A corporation is a creature of the state and may be formed only by substantial compliance with a state incorporation statute.

Whether a corporation is a de facto corporation may be challenged by:

Which of the following is untrue regarding closely held corporations?

Which of the following is NOT a characteristic of the corporate form of doing business?

A corporation is considered a citizen under the Fourteenth Amendment provision that, "No state shall make or enforce any law which shall abridge the privileges or immunities of citizens of the United States."

The Statutory Close Corporation Supplement to the Model and Revised Acts applies only to corporations having fewer than 100 shareholders that elect statutory close corporation status.

A preincorporation subscription is an offer to purchase capital stock in a corporation yet to be formed.

Under the Revised Act, 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.

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

What is a Subchapter S Corporation, and what are its requirements?

What are the principal attributes of a corporation?

A corporation is a domestic corporation in the state in which it is incorporated.

"Piercing the corporate veil" will result in personal liability of shareholders.

Title to corporate property belongs to the shareholders.

Under the Revised Act, a corporation can act as an incorporator of another corporation.

Which of the following would not usually be found in the articles of incorporation of a corporation?

Under the RMBCA, the charter of the corporation is required to provide all of the following EXCEPT:

Under which of the following provisions of the U.S. Constitution is a corporation not a "person"?

The president of Rosy Cosmetics sends his top chemist to it main competitor, Hi-Glow's, labs to steal its formula for shiny lipstick. The chemist gets caught and is sent to jail. Can Rosy be found to be criminally liable?