Exam 33: Nature and Formation of Corporations

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."

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

Which of the following may influence a promoter to choose to incorporate in a particular state?

General Supply owns all the stock of Playne Pencils.A Playne employee commits a tort for which the employer is liable.The suit results in a judgment for $1 million against Playne.Playne's assets total $650,000,but General Supply's assets are in the millions.In which of the following situations would the judgment have to be paid by General?

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

Subchapter S is a section of the Model Business Corporation Act that provides special benefits for small corporations.

Estoppel may create a corporation.

The case of Harris v.Looney dealt with the issue of:

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.

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

A corporation is a creature of the state and may be formed only by substantial compliance with a state incorporation statute.

Shareholders do not have limited liability for corporate debts.

Under the RMBCA,the charter of the corporation is required to provide all of the following EXCEPT:

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

Most states have special incorporation statutes governing nonprofit corporations.

A corporation is considered a citizen:

A corporation has no constitutional protection against unreasonable searches and seizures.

In many states,the services of the incorporators are perfunctory and short-lived.

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:

Which of the following is untrue regarding closely held corporations?