BE

Question 1

BE

Requirements to form partnership commendam (3)

Answer 1

1. be in writting
2. inlcude name that clearly identifies it as a partnership in commendam and (b) does not suggest that an in commandam partner is a general partner; and
3. describe contribution of each incommendam partner and its value or proposed method of valuation

Note: must be filed with SoS

Question 2

Civil Code III

3 Elements of any rehdebition claim

Answer 2

1. Buyer must not have knowledge of the defect
2. The defect must be hidden, and not apparent to the buyer, nor known, obvious, or discoverable
   * Buyer must engage in a reasonably prudent inspection before purchasing
3. Defect must have existed at the time of delivery
   * Presumption defect exists at delivery if manifesting within 3 days of delivery. Outside of this, buyer must prove the defect
   * If defect shows up at first time of use or first opportunity to show, defect will infer that defect existed at time of delivery.

Question 3

Articles of Incorporation 6 Requirments

Answer 3

1. Name
2. # of shares authorized to issue
3. street address of corps registared office and principle office
4. name and street address of corps registared agent
5. statement of whether corp wants to limit liability of directors or officers
6. name and address of each incorporator (these are same peps that signed the art of orgs)

Question 4

4 reqs state in a stock cert

Answer 4

1. name of corp and law its organzied under
2. name of who stock is issued to
3. # and class of shares the cert represents (class if applicable)

Question 5

4 situations where corp veil piercing happens

Answer 5

1. Not following formal rules (no meetings, minutes ext…)
2. Commingling of corp assets with SH assets
3. Undercapitalization
4. Thin capitalization (like undercap bc cash assets come from loans and assets are leased)

Question 6

At a shareholder meeting, once a quorum is present, a decision is validly made if the number of votes in favor of an action are greater than the number of votes against the action

Question 7

If it is decided there will be different classes of shares in a corp where must you state this? what must be included?

Answer 7

MUST state this in the Articles of incorporation, give their names, indicate the number of shares in each class, and the rights and limitations that are attached to each class.

Question 8

2 Requirements of LLC Formation

Answer 8

1. Article of Org
2. Intitial Report

Question 9

Expulsion of partner in a P’ship

Answer 9

1. Can only be expelled for just cause
   * There is a list, and court have jurisprudence of just cause
   * Examples:
   o Failure to perform obligations
   o Engaging in activities that prejudice the p’ship business
   o Engaging in wilfull or repeated breaches of the p’ship agreement
2. AND then you still need a Majority vote is needed for expulsion, tho this can be altered by agreement.

Question 10

Article of Organization Reqs (6)

Answer 10

1. Writting
2. In english
3. Must be signed by someone (doesnt have to be manager or member)
4. Name of LLC
5. Purpose of LLC
6. whether LLC will be low profit LLC

Question 11

What mst be included in the inititial report for an LLC formation?

Answer 11

1. In writing
2. Signed by the same person or persons who signed the Articles
3. Name of LLC
4. Municipal address of LLC’s official office (must be a physical location)
5. Name the persons who will be charged with the management of the LLC
6. Name of the persons who are designated as the agent for service of process
7. Signature of agent must be verified by Notarized acknowledgement of their signature

Question 12

Withdrawal of a member of LLC
If LLC is created for term

Answer 12

member can withdraw by
1. getting unanimous consent of the other members; OR
2. remove themselves if they have just cause arising out of another members failre to perfrom a material obligation

Question 13

Withdrawal of a member of LLC
If LLC is created NOT for a term

Answer 13

1. Arts or operating agreement can provide for specific way; OR
2. 30 day written notice and withdraw in good faith

Question 14

Forgeign LLCs can only ‘transact bizz’ in la it must first obtain a certificate of authority from SoS. However, what are 3 activities that to not consitute ‘transacting bizz’

Answer 14

As long as these activites are minor and infrequent…
1. defending or settling lawsuits in la
2. bank account in la
3. holding corp meetin in la

Question 15

Majority of the members of an LLC have to approve certain things (6):

Answer 15

1. Dissolving the LLC (winding up the affairs)
2. Disposing of or encumbering all or substantially all of the assets
3. Merger or consolidation with another entity
4. Incurrence of debt other than debt acquired in the ordinary course of business
5. Alienating, leasing, or encumbering any immovable property
6. Amends tp operating agreement or articles of organization

Question 16

Illegal dividends

Answer 16

All directors who knowingly or without due care vote in favor of disbursement are joint and severally liable.

Shareholders who receive dividends are subrogated to faulty directors for repayment of dividend received.