Basics

Question 1

Incorporation

Answer 1

• The articles of incorporation are filed with the state, and, if in conflict with bylaws, the articles control.
• is not generally liable for a contract entered into prior to incorporation unless it expressly or impliedly adopts (ratifies) the contract.

Question 2

Articles of incorporation

Answer 2

name, purpose, authorized shares, etc.

Question 3

Promoter

Answer 3

• the person entering the contract on behalf of the to be formed corporation)
• liable for contract entered into prior to incorporation unless the incorporation expressly or impliedely adopts the contract

Question 4

Shareholders

Answer 4

• only owners and do not manage the corporation
• only generally just need to have annual meetings
• Written notice of meeting is required 10-60 days prior and must state the time, place, and purpose of the meeting.

Question 5

Shareholders Vote

Answer 5

• shareholders can vote by proxy or by voting agreement
• needs quorum
• hires and fires directors
• cannot break quorum by leaving

Question 6

Directors

Answer 6

• Notice is only required for a special meeting (2 day notice)
• Directors cannot vote by proxy or agreement
• can break quorum by leaving