Ch.43 Corporate powers

Question 1

State’s Code listing certain requirements for creation of corporation

Answer 1

General Corporation Code

Question 2

Are corporations Protected as a person

Answer 2

Yes

Question 3

Characteristics of a corporation

Answer 3

1. Have a perpetual life
2. must have a name
3. Has a distictive seal

Question 4

“rules and regulations enacted by a corporation to govern the affairs of the corporation and its shareholders, directors, and officers.”

Answer 4

Bylaws

Question 5

“act or contract that the corporation does not have authority to do or make.”

Answer 5

Ultra Vires

Question 6

a legal entity created under legislative authorization it is recognized as a non-natural person and has legal identity and rights separate for its shareholders

Answer 6

Corporation

Question 7

How to incorporate

Answer 7

File articles of incorporation with the secretary of state and pay the filing fee

Question 8

Based upon adherence to filing requirements a corporation may be

Answer 8

1. De Jure- by law
2. De Facto - Close Enough
3. Corporation by estopple

Question 9

The Following have roles in the formation and/or governing of corporations

Answer 9

1. Promoters
2. Incorporators - Sign papers
   Last Three Most Important
3. Shareholders- owners
4. Directors-policy level managers and fiduciaries.
5. Officers - Managers, agents, and fiduciaries

Question 10

What are Officers Roles In a corporation

Answer 10

They manager the companies day to day activities using the policy created by the directors, and act on behalf of the corporation

Question 11

Public Corporation Example

Answer 11

City of Spokane

Question 12

Example of Private but publicly traded

Answer 12

Tesla

Question 13

Private

Answer 13

Wild Rose

Question 14

Quasi Public

Answer 14

Avista Energy

Question 15

Domestic Corporations

Answer 15

Instate

Question 16

Foreign Corporations

Answer 16

Out of state

Question 17

1. One class of voting common stock
2. certain restriction on shareholders
3. 100 or fewer shareholders
4. company elects to be taxed as partnership - “s” election
   result no double taxation

Answer 17

S-Corporation

Question 18

Banks, Insurance …

Answer 18

Specialized Corporations

Question 19

1. Professional- doctors Lawyers
2. non profit
3. benefit- b-corp

Answer 19

Corporate Variation

Question 20

1. Perpetual Life
2. Corporate name
3. Corporate Seal
4. Bylaws
5. Stock

Answer 20

Particular powers- attributes

Question 21

1. make contracts
2. barrow money
3. execute negotiable instruments ei checks
4. issue bonds
5. transfer and acquire property

Answer 21

Powers-Business opperations

Question 22

1. buy back stock- treasury stock
2. do business in other states
3. participate in other business ventures
4. pay employee benefits
5. contribute to charity

Answer 22

Other Powers

Question 23

Dissolution

Answer 23

1. voluntary diss. - lapse of time
2. judicial diss.

Question 24

corporations or their assets may become part of another entity by

Answer 24

1. consolidation- corp bought becomes subsidiary debt yes
2. merger- debt yes new corp
3. asset sale- no debt