Chap. 45 Flashcards
Public corporation
Created by the government for political purposes to administer civil government
Corporation
Legal entity existing apart from and independent or its owner or investors
Private corporation
Formed by individuals for private purposes and include generally nonprofit and business corporations
Nonprofit corporations
Income from such corporation is applied specific purpose of the corporation
Business corporation
Business carry on a definite profit
Closely held corporation
Shares are owned by one share holder or a knit group of share holders
Publicly held corporation
Shares owned by many people
Professional corporation
Corporation formed by professionals
Model business corporation act (MBCA) & (RMBCA)
Designed to balance the interests of management the shareholders, corporation and the public
Content of articles (1-4)
1) name of corporation
2) number of shares of stock they can issue
3) address of registers office and name of register agent
4) name and address of each incorporator
Bylaws
Rules governing corporations internal affairs
Ultra vires
Corporation that acts beyond its scope of power purposes
Domestic corporation
Corporation organized under the law of a given state
Foreign corporation
When a corporation does business in another state it is a
Promoter
Persons organizing and planning the corporation
De jure corporation
Corporation formed in compliance with mandatory state requirements
De facto corporation 1-3
1) statute permitting corporation form
2) parties make a good faith effort to comply with statue
3) parties conduct business as a corporation
Corporation by estoppel
Third party conduct business with corporation not knowing they’re defective
