Corporations

Question 1

What 6 things must be included in an article of incorporations?

Answer 1

(1) name of corporation

(2) maximum number of shares that the corp is authorized to use

(3) names and addresses of incorporators

(4) registered office and agent

(5) duration of corp

(6) purpose of corporation

Question 2

What are 3 acts that justify piercing the corporate veil?

Answer 2

(1) where shareholder dominates the corp to the extent that the corp is not being treated as a separate entity

(2) corp was undercapitalized at the time of incorporation

(3) corp entity disregarded if there is fraud or other illegality

Question 3

What are ultra vires acts?

3 consequences from ultra vires acts?

Answer 3

Corporation acts outside of its stated purpose

(1) shareholders may sue corp to enjoin
(2) corp may sue officer or director responsible
(3) state may bring action to dissolve corp