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Exam 33: Life and Death of a Corporation

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Question 21

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What are some of the advantages for a business to incorporate in Delaware?

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Delaware offers corporations several adv...

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Question 22

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Corporate stock can be divided into categories called ________,which can be further divided into ________.

A) authorized shares,classes
B) classes,series
C) equity,assets
D) debentures,classes

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Question 23

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Which of the following states that a corporation cannot undertake any transaction unless its charter permits it?

Fashions,Inc.has 12 shareholders.There is no shareholder agreement concerning the board of directors.The company is subject to the Model Act.How many directors is Fashions,Inc.required to have?

Denise is a promoter for a proposed corporation,EVR-Young Corp.As promoter,she signed a three-year lease to rent office space in an office park.She signed her name and indicated below her signature that she was signing as "promoter for EVR-Young Corp. ,a company yet to be incorporated." EVR-Young is never incorporated.The lessor believes that Denise is personally liable for any damages it will sustain as a result of the three-year lease having to be breached.Is Denise personally liable?

MegaCorp is incorporated in the state of Delaware and is registered only in Delaware.Jolene purchased a MegaCorp product from a company's sales representative following a presentation in Michigan.Jolene was seriously injured by the product in Michigan.Under the Model Act,if Jolene sues in Michigan,can MegaCorp defend the suit there?

In incorporating E-prise,the promoter gave an incorrect ZIP Code for the registered agent.All of the other requirements for incorporation were met.E-prise is a(n)

Wizardry Corporation's purpose clause in its charter states the following: "To operate a home-cleaning service business." After a few years of successful operation,Wizardry is offered the challenge of landscaping a neighboring business.If Wizardry accepts the offer,it would be violating its charter under

Carey decided to incorporate her business under the name yStar Inc.Before yStar was incorporated,Carey signed a contract in the name of yStar,Inc.to have some office space remodeled.Which statement is correct?

A corporation is required to have at least one director,no matter how many shareholders it has.

What is the first step that must be taken to terminate a corporation?

Under the Model Act,a corporation must have at least one director unless all shareholders agree to eliminate the board or the corporation has fewer than _____ shareholders.

Zach decides to incorporate his business under the name of "Zamm." In addition to "Zamm," the Model Act requires that Zach include one of the following words: "corporation," "incorporated," "limited," or "company."

A corporation must have a registered agent within the state of incorporation only if the corporation maintains an office in that state.

Who signs the charter and files it with the secretary of state?

What term identifies stock that has been authorized and sold?

The executives of Jornaginn Corporation have decided they need to sell 50,000 additional shares of stock to finance their expansion plans.The executives

The lawyer who forms the corporation cannot legally serve as its incorporator.

A corporation officially states its purpose is "to engage in any lawful activity for which corporations may be organized under the General Corporation Law of Idaho." Under corporate law,this purpose is too broad.A corporation's purpose must be more narrowly defined.

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