Question 1

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

Accepted Answer

A) True 
 B)False  False

Question 2

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

Question 3

Under the RMBCA, a pre-incorporation subscription may be revoked at any time without the consent of the subscribers.

Accepted Answer

A) True 
 B)False  False

Question 4

The charter of the corporation is required to provide all of the following EXCEPT:

Accepted Answer

A) the number of shares authorized. 
B) the street address of the registered office. 
C) names of the initial directors. 
D) the name and address of each incorporator. 
A) the number of shares authorized. 
B) the street address of the registered office. 
C) names of the initial directors. 
D) the name and address of each incorporator.

Question 5

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 6

The person who signs the articles of incorporation is the:

Accepted Answer

A) promoter. 
B) incorporator. 
C) subscriber. 
D) majority stockholder. 
A) promoter. 
B) incorporator. 
C) subscriber. 
D) majority stockholder.

Question 7

A promoter is a person who takes the preliminary steps to organize a corporation.

Accepted Answer

A) True 
 B)False

Question 8

A corporation whose principal place of business operation is Florida must be incorporated in Florida.

Accepted Answer

A) True 
 B)False

Question 9

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

Accepted Answer

Incorporators must file articles of inco

Question 10

A publicly held corporation is one which:

Accepted Answer

A) has a minimum of 100 shareholders. 
B) is required to register under the Securities and Exchange Act of 1934. 
C) has widely traded shares. 
D) All of the above. 
E) Both (b) and (c). 
A) has a minimum of 100 shareholders. 
B) is required to register under the Securities and Exchange Act of 1934. 
C) has widely traded shares. 
D) All of the above. 
E) Both (b) and (c).

Question 11

The "corporate veil" is most likely to be pierced in the case of closely held corporations and in parent-subsidiary relationships.

Accepted Answer

A) True 
 B)False

Question 12

The doctrine of ultra vires is of more significance today than it has been in the past.

Accepted Answer

A) True 
 B)False

Question 13

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 a pedestrian in a crosswalk.The pedestrian sues both Mark and the taxi company for $100,000.The corporate assets are only $32,000.Is the corporation liable for the acts of its employee? Will Mark be personally liable under the facts? Explain.

Accepted Answer

Since the formalities of creating a corp

Question 14

Carroll, Daniels, and Elmore organized their veterinary practice as a professional corporation.This organization of professionals will be treated as a partnership for liability purposes.

Accepted Answer

A) True 
 B)False

Question 15

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 16

Under the Statutory Close Corporation Supplement to the MBCA, a close corporation must have bylaws on file with the Office of the Secretary of State or some other public office.

Accepted Answer

A) True 
 B)False

Question 17

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."

Accepted Answer

A) True 
 B)False

Question 18

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 19

Opal, a promoter of Victory Corporation, has a fiduciary duty to:

Accepted Answer

A) any other promoters of Victory Corporation. 
B) only Victory Corporation. 
C) the initial shareholders of Victory Corporation. 
D) Both (a) and (c). 
A) any other promoters of Victory Corporation. 
B) only Victory Corporation. 
C) the initial shareholders of Victory Corporation. 
D) Both (a) and (c).

Question 20

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

Exam 34: Nature and Formation of Corporations

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

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

Under the RMBCA, a pre-incorporation subscription may be revoked at any time without the consent of the subscribers.

The charter of the corporation is required to provide all of the following EXCEPT:

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

The person who signs the articles of incorporation is the:

A promoter is a person who takes the preliminary steps to organize a corporation.

A corporation whose principal place of business operation is Florida must be incorporated in Florida.

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

A publicly held corporation is one which:

The "corporate veil" is most likely to be pierced in the case of closely held corporations and in parent-subsidiary relationships.

The doctrine of ultra vires is of more significance today than it has been in the past.

Carroll, Daniels, and Elmore organized their veterinary practice as a professional corporation.This organization of professionals will be treated as a partnership for liability purposes.

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.

Under the Statutory Close Corporation Supplement to the MBCA, a close corporation must have bylaws on file with the Office of the Secretary of State or some other public office.

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."

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

Opal, a promoter of Victory Corporation, has a fiduciary duty to:

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

Introduction to Law

Business Ethics

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Intentional Torts

Negligence and Strict Liability

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 Remedies

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Product Liability: Warranties and Strict Liability

Sales Remedies

Form and Content

Transfer

Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transfers

Relationship of Principal and Agent

Relationship With Third Parties

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 Corporations

Secured Transactions and Suretyship

Bankruptcy

Securities Regulation

Intellectual Property

Employment Law

Antitrust

Accountants Legal Liability

Consumer Protection

Environmental Law

International Business Law

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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