business formation Flashcards
allowed activity of limited partner
working as clerk, attending meetings, guaranteeing loan
LLP’s
multiple owners, corporate owners and pass-through taxation, fewer qualifications than S corp for pass-through taxation, limited to professionals, must have a limited amount of liability insurance
Are shareholder contributions taxable
NO
novation in corporation
when corp releases promoter of liability
articles of incorp
name, # of shares, street address of registered office and agent at that office, name and address of each incorporator
is LLC operating agreement required to be filed with state
NO
merging corporation requirements
formal plan of merger, majority vote of voting shareholders, approval by BOD
what actions of BOD need SH approval
selling most of assets, dissolving corp, amending articles
cannot purchase all assets of another corp
rights of cumulative preferred sh
divs before common but must be declared, becomes unsecured debt
distributions
cash property liquidating, not stock div
what is a SH derivative suit
suing for injury done to corp,such as an ultra vires mgmt act
does new partner voted in by other partners act in mgmgt
yes
can a corp authorize to indemnify officers for a liability incurred in a suit by SH
YES
