Exam 33: Corporate Formation and Financing

Fiorina and Glen form HealthFood Inc. to coordinate the purchase,sale,and delivery of food products from Idyll Valley Cattle Ranch and other mid-size organic farms to hospitals,universities,and other institutions. HealthFood's stated purpose is to make a profit and to have a material positive impact on society and the environment. HealthFood is

An agreement between shareholders can restrict the transfer of a close corporation's stock.

The Revised Model Business Corporation Act gives a close corporation more flexibility in determining its rules of operation.

One of the key advantages of the corporate form is the unlimited liability of its owners.

Sean is the incorporator of Twisty's Pretzels Corporation. Ross is a shareholder,Phyllis is a director,and Velma is an officer. The day-to-day operations of Twisty's Pretzels are overseen by

In the absence of express constitutional,statutory,or other provisions,the corporation has no implied powers.

Sierra is a holder of preferred stock in Rio Grande Irrigation & Development,Inc. Sierra has priority over holders of Rio common stock as to

The articles of incorporation serve as a primary source of authority for the corporation's future organization and business operations.

Hudson and Elsa want to market a new line of kayaks and related gear under the brand name Journeys as a corporation-Journeys Inc. To avoid income taxes at the corporate level,they should form

If a corporation has S corporation status,it must pay income taxes at the corporate level.

The date when the principal of a bond is returned to the investor is the maturity date.

Brightbox,Inc.,would like to change its corporate status to that of an S corporation. To qualify,Brightbox must

Deepwater Dredging represents that it has corporate status to Estuary Marina when in fact Deepwater has not incorporated. The parties sign a contract that Deepwater does not perform. Estuary files a suit for breach. The court will likely hold that Deepwater is

The state can suspend the entity's corporate status until the taxes are paid or even dissolve the corporation for failing to pay taxes.

Ruby Red Corporation is incorporated in South Carolina. In that state,Ruby Red is

Ben incorporates his app products business as Clickology,Inc. Under most state corporation statutes,Clickology can have

Finn and Glenda want to form and do business as Hobby Crafts Corporation. A corporation is

Vincento buys 500 shares of common stock in Water Reclamation & Conservation Services,Inc. As a shareholder of record,Vincento owns a proportionate interest with regard to Water Reclamation's

Interstate Paving & Surfacing,Inc.,issues bonds. Bonds

Express powers of a corporation can be found in the U.S. Constitution.