Question 1

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

Accepted Answer

A) True 
 B)False

Question 2

Name the classifications of corporations.

Accepted Answer

Corporations may be classified

Question 3

The Revised Act provides that at least two persons need to act as incorporators, though more may do so.

Accepted Answer

A) True 
 B)False

Question 4

A corporation owned by a single person is treated under the law as the same entity as that person.

Accepted Answer

A) True 
 B)False

Question 5

The Revised Act authorizes shareholders in closely held corporations to adopt shareholder agreements that depart from statutory norms by altering the governance of the corporation.These agreements:

Accepted Answer

A)  are valid for the life of the corporation unless a new agreement is reached. 
B)  are binding on shareholders, the state, creditors, and other third parties. 
C)  terminate automatically if the corporation's shares are traded publicly. 
D)  are effective if adopted by a majority of the shareholders. 
A)  are valid for the life of the corporation unless a new agreement is reached. 
B)  are binding on shareholders, the state, creditors, and other third parties. 
C)  terminate automatically if the corporation's shares are traded publicly. 
D)  are effective if adopted by a majority of the shareholders.

Question 6

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.

Accepted Answer

A) True 
 B)False

Question 7

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

Accepted Answer

A)  A proceeding by the attorney general of the state of incorporation to enjoin it from the transaction of unauthorized business. 
B)  Suit by the corporation or shareholders derivatively against present or former directors or officers for commission of the acts. 
C)  Proceeding by shareholders for an injunction. 
D)  All of these may be used. 
A)  A proceeding by the attorney general of the state of incorporation to enjoin it from the transaction of unauthorized business. 
B)  Suit by the corporation or shareholders derivatively against present or former directors or officers for commission of the acts. 
C)  Proceeding by shareholders for an injunction. 
D)  All of these may be used.

Question 8

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

Accepted Answer

A)  The number of directors necessary for a quorum. 
B)  The number of authorized shares. 
C)  The name and address of each incorporator. 
D)  The name of the corporation. 
A)  The number of directors necessary for a quorum. 
B)  The number of authorized shares. 
C)  The name and address of each incorporator. 
D)  The name of the corporation.

Question 9

A corporation is considered to be a person within the meaning of the Fifth Amendment protection against self-incrimination.

Accepted Answer

A) True 
 B)False

Question 10

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

Accepted Answer

A) True 
 B)False

Question 11

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

Accepted Answer

A)  an individual. 
B)  another corporation. 
C)  the state in which the business attempted to incorporate. 
D)  All of these. 
A)  an individual. 
B)  another corporation. 
C)  the state in which the business attempted to incorporate. 
D)  All of these.

Question 12

What powers does a corporation normally possess?

Accepted Answer

The general powers granted by incorporat

Question 13

Under the RMBCA, the bylaws may be amended and must be publicly filed with the articles of incorporation.

Accepted Answer

A) True 
 B)False

Question 14

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

Accepted Answer

A) True 
 B)False

Question 15

Which of the following is the basic governing document of a corporation?

Accepted Answer

A)  A certificate of authority. 
B)  The set of bylaws. 
C)  A charter, after filing. 
D)  A subscription. 
A)  A certificate of authority. 
B)  The set of bylaws. 
C)  A charter, after filing. 
D)  A subscription.

Question 16

Under Subchapter S of the Internal Revenue Code, a corporation's income is taxed only at the shareholder level.

Accepted Answer

A) True 
 B)False

Question 17

Discuss what is required in most states to form a corporation.

Accepted Answer

Formation of a corporation must comply w

Question 18

Most incorporation statutes have adopted an intermediate position regarding the revocability of preincorporation subscriptions, making them irrevocable for a stated period without regard to whether they are supported by consideration.

Accepted Answer

A) True 
 B)False

Question 19

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

Accepted Answer

A) True 
 B)False

Question 20

What are the principal attributes of a corporation?

Accepted Answer

(a) It is a legal entity.
(b) It owes it

Exam 33: Nature and Formation of Corporations

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

Name the classifications of corporations.

The Revised Act provides that at least two persons need to act as incorporators, though more may do so.

A corporation owned by a single person is treated under the law as the same entity as that person.

The Revised Act authorizes shareholders in closely held corporations to adopt shareholder agreements that depart from statutory norms by altering the governance of the corporation.These agreements:

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.

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

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

A corporation is considered to be a person within the meaning of the Fifth Amendment protection against self-incrimination.

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

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

What powers does a corporation normally possess?

Under the RMBCA, the bylaws may be amended and must be publicly filed with the articles of incorporation.

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

Which of the following is the basic governing document of a corporation?

Under Subchapter S of the Internal Revenue Code, a corporation's income is taxed only at the shareholder level.

Discuss what is required in most states to form a corporation.

Most incorporation statutes have adopted an intermediate position regarding the revocability of preincorporation subscriptions, making them irrevocable for a stated period without regard to whether they are supported by consideration.

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

What are the principal attributes of a corporation?

Introduction to Law

Business Ethicspart Ii: the Legal Environment of Business

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Negligence and Strict Liabilitypart Iii: Contracts

Introduction to Contracts

Mutual Assent

Conduct Invalidating Assent

Consideration

Illegal Bargains

Contractual Capacity

Contracts in Writing

Third Parties to Contracts

Performance, Breach, and Discharge

Contract Remediespart Iv: Sales

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Product Liability: Warranties and Strict Liability

Sales Remediespart V: Negotiable Instruments

Form and Content

Transfer and Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transferspart Vi: Agency

Relationship of Principal and Agent

Relationship With Third Partiespart Vii: Business Associations

Formation and Internal Relations of General Partnerships

Operation and Dissolution of General Partnerships

Limited Partnerships and Limited Liability Companies

Financial Structure of Corporations

Management Structure of Corporations

Fundamental Changes of Corporationspart Viii: Debtor and Creditor Relations

Secured Transactions and Suretyship

Bankruptcypart Ix: Regulation of Business

Securities Regulation

Intellectual Property

Employment Law

Antitrust

Accountants Legal Liability

Consumer Protection

International Business Lawpart X: Property

Introduction to Property, Property Insurance, Bailments, and Documents of Title

Interests in Real Property

Transfer and Control of Real Property

Trusts and Wills

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