Exam 24: Corporate Formation, financing, and Termination

In a consolidation,the consolidating corporations become subsidiaries of the new corporation.

A corporation cannot be formed without a profit-making purpose.

When dissolution takes place by voluntary action,the shareholders are responsible for winding up the affairs of the corporation.

Giant Lift Corporation purchases all of the assets of Heavy Hydraulics Corporation.With respect to Heavy Hydraulics's liabilities,Giant Lift is

In a short-form merger,neither corporation's shareholders need to approve the merger.

When a conflict arises among the documents that involve Express Flights Corporation,the first priority for resolving the conflict is given to

A corporate name must include the word Corporation,Incorporated,Company,or Limited,or abbreviations of these terms.

In most cases,only a corporation's common stockholders need to approve a merger.

Start-Up Corporation substantially complies with all conditions prece-dent to incorpo-ration.Start-Up has

Memphis Music Makers Incorporated has a stated purpose to sell musical instruments.If chief executive officer Tabitha contracts with Frenzied Firearms in Memphis Music Makers's name to sell a shotgun,she has likely committed

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

A close corporation can operate as an S corporation.

Wiley incorporates his business as Wiley Wire Corporation in Texas.He and his group of shareholders intend to make a profit from their sales of fencing wire.Wiley Wire Corporation is

Perfect Tone Phones,Inc.,is a corporation.Perfect Tone's implied powers enable it to

A corporation has perpetual existence in most states unless the ar-ti-cles of incorporation state otherwise.

Myron and Norah would like to form Originals,Inc.,to do business in the art market.Generally,the articles of incorporation for a corporation do not include

Brock is a shareholder of Competent Homebuilders Corporation (CHC).For the last few years,business has not been profitable for CHC.The firm has lost money on its operations.There has been some profit through sales of company assets,but the board of directors has refused to declare a dividend.This last year,the firm's accountants failed to file fed-eral in-come tax returns and the board refused to pay the tax.Brock takes a close look at the firm and protests to the board,in particular over the fail-ure to declare a dividend,but the board ignores the complaint.Which of these events,if any,would form a ground for a court to order the dissolu-tion of CHC,on Brock's petition? If the court denies the petition,could Brock and the other shareholders dissolve CHC?

The state cannot dissolve a corporation.

Yellowbox,a DVD rental company,would like to change its corporate status to that of an S corporation to avoid in-come taxes at the corporate level.To qualify,Yellowbox must

Express powers of a corporation can be found in the articles of incorporation.