189_ch21

189_ch21 - 1. Promoters Liability a. A promoter is someone...

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1. Promoters Liability a. A promoter is someone who organizes a corporation—he is personally liable on any contract he signs before the corporation is formed b. After a corporation is formed, it can adopt the contract, in which case both it and the promoter are liable c. The promoter can only get off if the landlord agrees to a novation 2. Incorporation Process a. There is no federal corporation code. However, states have implemented a model act to help keep guidelines uniform b. Where to incorporate i. Delaware has disproportionate influence on corporate law—more than half of all public companies and 58% of fortune 500 are incorporated in Delaware ii. Domestic corporation in the state where it incorporates, foreign everywhere else c. The Charter i. Name—must be different from other corporations, must include inc. corp. etc. ii. Address—must have official address in the state it is incorporated. A registered agent is a person that takes suits in each applicable state that they do business in iii. Incorporator—the person that signs the charter and delivers it
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189_ch21 - 1. Promoters Liability a. A promoter is someone...

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