BL-G-The Revised Model Business Corporation Act (Excerpts)

BL-G-The Revised Model Business Corporation Act (Excerpts)...

Info iconThis preview shows pages 1–3. Sign up to view the full content.

View Full Document Right Arrow Icon
The Revised Model Business Corporation Act (Excerpts) G-1 Chapter 2. Incorporation G-2 Chapter 3. Purposes and Powers G-3 Chapter 5. Office and Agent G-4 Chapter 6. Shares and Distributions G-5 Chapter 7. Shareholders G-6 Chapter 8. Directors and Officers G-7 Chapter 11. Merger and Share Exchange G-8 Chapter 13. Dissenters' Rights G-9 Chapter 14. Dissolution G-10 Chapter 16. Records and Reports Appendix Recap Page 1 of 19 Print Chapter 2010-8-30 ..
Background image of page 1

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full DocumentRight Arrow Icon
G-1 Chapter 2. Incorporation § 2.01 Incorporators § 2.02 Articles of Incorporation § 2.03 Incorporation § 2.04 Liability for Preincorporation Transactions § 2.05 Organization of Corporation One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing. (a) The articles of incorporation must set forth: (1) a corporate name * * * ; (2) the number of shares the corporation is authorized to issue; (3) the street address of the corporation's initial registered office and the name of its initial registered agent at that office; and (4) the name and address of each incorporator. (b) The articles of incorporation may set forth: (1) the names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the purpose or purposes for which the corporation is organized; (ii) managing the business and regulating the affairs of the corporation; (iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; (iv) a par value for authorized shares or classes of shares; (v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (3) any provision that under this Act is required or permitted to be set forth in the bylaws; and (4) a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of a financial benefit received by a director to which he is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) [unlawful distributions]; or (D) an intentional violation of criminal law. (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this Act. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this Act, are jointly and severally
Background image of page 2
Image of page 3
This is the end of the preview. Sign up to access the rest of the document.

This note was uploaded on 10/12/2011 for the course ACCT 362 taught by Professor Mint during the Fall '11 term at CUNY Queens.

Page1 / 19

BL-G-The Revised Model Business Corporation Act (Excerpts)...

This preview shows document pages 1 - 3. Sign up to view the full document.

View Full Document Right Arrow Icon
Ask a homework question - tutors are online