Corporations Flashcards
Under the Virginia Stock Corporation Act, each corporation must maintain in the Commonwealth a registered __________ and a registered ____________.
Office; agent.
True or False: Under the Virginia Stock Corporation Act, to approve an ordinary matter at a shareholders’ meeting at which a quorum is present, the majority of the shares represented at the meeting must be voted in favor of the matter.
FALSE.
(To approve ordinary matters, the votes cast in favor of the matter must exceed the votes cast against it).
Under the Virginia Stock Corporation Act, a corporation must notify shareholders of the date, time, and place of each annual and special shareholders’ meeting. Such notice generally must be given no less than _____ nor more than ________ before the meeting date.
10 days; 60 days.
Which business association is a hybrid business entity offering all of its. owners the limited liability enjoyed by corporate shareholders and the flow-through tax treatment of a partnership unless the owners choose otherwise?
A Limited liability company.
Under the Virginia Stock Corporation Act, who may fix the compensation of directors, unless otherwise provided by the articles of incorporation or bylaws?
Board of Directors.
Under the Virginia Stock Corporation Act, a corporate name must include a word or abbreviation identifying the entity as a corporate structure. Of the following abbreviations–Corp., Inc., Ltd., and L.L.C–which are allowable?
Corp., Inc., and Ltd.
In addition to the Virginia Stock Corporation Act, from what other two written sources do corporate rules come?
Articles of Incorporation; Bylaws.
Under the Virginia Stock Corporation Act, a shareholder need not wait 90 days after filing a demand on the corporation to commence a derivative proceeding against the corporation in what situation?
When irreparable injury to the corporation would result by waiting until the end of the 90-day period.
Under the VIrginia Stock Corporation Act, where may a corporation’s annual meeting of shareholders be held?
All corporate meetings may be held anywhere within or outside Virginia.
Under the Virginia Stock Corporation Act, a corporation’s articles of incorporation may provide for a lesser or greater quorum requirement for shareholders as long as the change is not less than _____ of the shares eligible to vote.
One-third.
Under the Virginia Stock Corporation Act, if a corporation makes a motion to dismiss a derivative action, who might decide whether dismissal is in the corporation’s best interests?
A disinterested panel appointed by the court, a majority of the disinterested directors present at a board meeting where there is a quorum of disinterested directors, and a majority of a committee consisting of at least two disinterested directors present at a board meeting.
Under the Virginia Stock Corporation Act, an appointment of a proxy is valid for ___________ months.
11 months.
True or False: Under the Virginia Stock Corporation Act, voting agreements are subject to the same provisions to which voting trusts are subject.
FALSE.
Under the Virginia Stock Corporation Act, where the corporation has 35 or fewer shareholders, the holders of at least __________ of all votes entitled to be cast on any issue proposed to be considered at a special meeting may make a written demand for such a meeting.
20%.
Under the Virginia Stock Corporation Act, what 3 things can a corporation do?
Buy and sell securities, guarantee obligations, and make charitable contributions.
