Business associations Flashcards
Filing information requirements for Business associations – NAB
N- Names of owners and representatives
A- Addresses of owners and representatives
B- Business activity conducted
General fiduciary duty of agent – HOLT
H- Honest dealings
O- Obedience to principal
L- Loyalty to the principal
T- Trust of principal followed
Involuntary agency termination – DISS
D- Death or incapacity of the principal
I- Illegality of agency agreement
S- Source of agency supply destroyed
S - Subject matter of agency destroyed
Partners’ fiduciary duty of loyalty violations – CAP
C- Competition with partnership prohibited
A- Avoiding Adverse interests to partnership
P- Personal profit prohibited
Partnership liquidation priority – CPU
C- Creditors, including partner creditors
P- Partners capital account and contributions
U- Undistributed profits to partners
Articles of incorporation minimum required information – RINS
R- Registered office and agent
I- Incorporator
N- Name of corporation
S- Stock information
Corporate board conflicts of interest violations – CUT
C- Competing with corp
U- Usurping corporate opportunity
T- Trade secret appropriation
Business judgment defense rule – RIS
R- Reasonable decision at the time
I- made In good faith
S- Supported by rational basis after reasonable investigation
Director and officer non-idemnification protection reasons – FICE
F- Fiduciary duty breach
I- Intentional wrongdoing
C- Criminal act, or
E- Excess distribution to shareholders
Shareholder suit seeking dissolution permissible reasons – FOWD
F- Fraud by directors or officers
O- Oppression in closely-held corporation
W- Waste of assets
D- Deadlock and irreparable inquiry threatened
Filed LLC articles must contain – NOMAD
N- Name of llc O- Organizer's name and address M- Manager or member managed A- Address and registered agent D- Date of dissolution
LLC member dissociation reasons – WIDE
W- Withdrawal by member
I- Insolvency
D- Death or incapacity
E- Expulsion of member
