BLW Review

BLW Review - REVIEW FOR EXAM 1 When a shareholder sells...

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REVIEW FOR EXAM 1. When a shareholder sells stock of a corporation, ownership will change, is the new corporation formed? FALSE 2. Can a corp be formed in the state of NY complied with the federal NY statute of federal model corporation act. TRUE 3. Z corp. Incorporated in West Virginia and wants to open a store in Kentucky, must Z corp. Obtain a certificate of authority allowing it to do business in the common wealth of Kentucky. TRUE 4. Will doing business subject a foreign corp to jurisdiction of that state? TRUE 5. Under the RMBCA, a pre-incorporation certificate, can that be revoked at any time without the consent of the subscribers. FALSE 6. Do promoters have a fiduciary duty to the corporation? TRUE 7. There is a statutory closed corporation supplment to the MBCA, under that, must a close corporation have bylaws on file with the secretary of state or some other public office? FALSE, MAY AVOID BYLAWS 8. May a suit be brought by the state to challenge the existence of a de-facto corporation in a quo-warranto action? TRUE 9. Does piercing the corporate veil result in personal liability of shareholders? TRUE 10. In the absence of contractual restrictions may shares in a corporation be transferred by sale, gift or pledge? TRUE 11. If an act is ultra virus is it beyond the legal authority of the corporation? TRUE 12. Is the doctrine of estoppel, distinct from that of corporation defacto; TRUE 13. Is the doctrine of ultra virus is of more significance today than it has been in the past? FALSE, it is LESS significant today 14. Must a corporation keep its funds separate from those of its shareholders? TRUE
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15. Does a corporation have constitutional protection against unreasonable searches and seizures? TRUE 16. If mike is employed by the R corp. And fraudulently represents R’s products while trying to make a sale, will only mike be liable for fraud? TRUE 17. In many states are the services of the incorporators merely perfunctory and short lived? TRUE 18. If a non profit corp. Makes a profit, may it be distributed to members, directors, officers? NO 19. Does the Revised Act provide that only one person need act as the incorporator even though you can have more than one? TRUE 20. If no exemption is available, is a corporation offering shares of stock for sale subject
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This note was uploaded on 11/21/2011 for the course BLW 203 taught by Professor Garber during the Spring '11 term at DePaul.

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BLW Review - REVIEW FOR EXAM 1 When a shareholder sells...

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