Exam 44: Corporate Formation

In states that have adopted the Revised Model Business Corporation Act,the secretary of state may commence proceedings to administratively dissolve a corporation under all but which of the following circumstances?

"Conglomerate" describes the relationship of equal companies engaged in similar fields of business activity.

A de facto corporation is not accorded legal recognition due to some recognized defect in its incorporation.

The shares of a close corporation are always held by a single individual.

When two corporations merge:

Debts of a corporation are not the debts of the persons running the corporation or owning shares of stock in it.

Under the Revised Model Business Corporation Act (RMBCA),corporate existence begins when the articles of incorporation are filed with the secretary of state.

Stock that is reacquired by the corporation that issued it is commonly called "boomerang" stock.

The Revised Model Business Corporation Act:

A corporation may be judicially dissolved when its management is deadlocked and the deadlock cannot be broken by the shareholders.

A corporation that does business in the state in which it was created is called a(n):

Which of the following is a correct statement concerning the incorporation process?

Nonprofit corporations:

In a merger situation,what is the right of a dissenting shareholder?

When a corporation acts in excess of or beyond the scope of its powers,the corporation's act is described as "ultra vires."

Corporations come into existence as the result of the activities of one or more persons known as promoters.

A corporation must have:

After a corporate charter has been forfeited,the owners and officers of the dissolved corporation are __________ shielded from personal liability by using the corporate name when making contracts.

A corporation is an artificial person that is created by governmental action.

Osvaldo was attempting to promote a corporation to be named Xavier,Inc.In that capacity,Osvaldo signed a lease in the name of Xavier and ordered furniture in the company's name.The corporation was in fact formed and the board of directors,knowing of the actions of Osvaldo,moved into the space Osvaldo had leased.Upon delivery and inspection of the furniture Osvaldo ordered,numerous defects were discovered,and the furniture was accordingly rejected and returned to the seller.The corporation was not successful,and as a result,the rent was not paid.Osvaldo was sued for the unpaid rent and for breach of contract concerning the furniture.The corporation was sued on the same grounds.Decide the cases against Osvaldo and Xavier,Inc.