Corporation 1-8 Flashcards
When does a Corporation’s existence begin?
On the date the Articles of Incorporation are properlyfiled with the Secretary of State (unless a delayed date is specified).
*An earlier date CANNOT be specified.
Priority: Medium
What must the Articles of Incorporation contain?
They must contain:
The corporate name;
The number of shares the corporation is authorized to issue;
The address of the corporation’s initial registered office and the name of its initial registered agent; AND
The name and address of each incorporator.
Priority: Medium
What is a de jurecorporation, and when is it formed?
It is a legally formed corporation, and is formed when the Articles of Incorporation are filed with the Secretary of State.
Priority: Medium
Can a corporation that is NOT a de jure corporation enter into contracts?
No.
In such an instance, personal liability of the owners/promoters will result (unless De Facto Corporation or Corporation by Estoppel applies.)
Priority: Medium
When does a de factocorporation arise?
When the entity:
Made a good faith attempt to incorporate;
Is otherwise eligible to incorporate; AND
Took some action indicating that it considered itself a corporation.
Priority: Medium
Who may assert the de facto
corporation doctrine?
Only a person who was unaware that the corporation was not properly formed.
Priority: Medium
What is the doctrine of Corporation by Estoppel,
and who does it apply to?
When any person/entity treated a business as a corp, they may be estopped from denying that the business is a corporation (even if a valid corp. was NOT formed)
It applies to both:
3rd parties that treated the business as a corp; AND
An entity that held itself out as a corporation and benefited from that claim.
Priority: Medium
What is a Promoter?
A person who acts on behalf of a corporation that has not yet been formed.
Priority: HIGH
