Corporation 5 Flashcards
A _________ may be incorporated or organized to conduct or promote any lawful business or purposes. DGCL § 101(b). It requires a statement in the Charter of the nature of the business or purposes to be conducted or promoted. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized. DGCL § 102(a)(3).
corporation
A corporation may be _________ or ________ to conduct or promote any lawful business or purposes. DGCL § 101(b). It requires a statement in the Charter of the nature of the business or purposes to be conducted or promoted. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized. DGCL § 102(a)(3).
incorporated or organized
A corporation may be incorporated or organized to conduct or promote any lawful business or purposes. DGCL § 101(b). It ______ ____ _______ in the Charter of the nature of the business or purposes to be conducted or promoted. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized. DGCL § 102(a)(3).
requires a statement
MBCA § 3.01 presumes that the purpose of the Corporation is for engaging in any lawful business unless a more limited purpose is set forth. MBCA § 2.02(b)(2)(i) allows the Charter to include a provision regarding the _______ __ _______ for which the Corporation is organized.
purpose or purposes
All _______ purporting to act as or on behalf of a corporation, knowing there was no incorporation under this Act, are jointly and severally liable for all liabilities created while so acting.
persons
All persons ______ ___ _____ as or on behalf of a corporation, knowing there was no incorporation under this Act, are jointly and severally liable for all liabilities created while so acting.
purporting to act
All persons purporting to act ____ ___ ___ ___ ____ a corporation, knowing there was no incorporation under this Act, are jointly and severally liable for all liabilities created while so acting.
as or on behalf of
All persons purporting to act as or on behalf of a __________, knowing there was no incorporation under this Act, are jointly and severally liable for all liabilities created while so acting.
corporation
All persons purporting to act as or on behalf of a corporation, __________ there was no __________ under this Act, are jointly and severally liable for all liabilities created while so acting.
knowing
incorporation
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this Act, are _______ and _______ liable for all liabilities created while so acting.
jointly and severally
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this Act, are jointly and severally liable for all liabilities created while so acting.
MBCA § 2.04; Addressed as a matter of ____ ____ in Delaware
case law
The corporation may ratify ____ _____ ________ during organization. See MBCA Chapter 1, Subchapter E.
pre-incorporaiton actions
Pre-incorporation and defective incorporation function as ________ _______.
general partnerships
Entities are treated & held liable for pre-incorporation activities and/ or activities done when incorporation was defective as _______ __________.
general partnerships
EXAM – presents scenario – incorporation was defective apply partnership liability rules – that is what you apply to determine who is liable for the issue. !!
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