Corporations Flashcards
Florida Corporation may have a single
shareholder, incorporator, and director
A director must be
18+
Do directors have to be residents or shareholders?
No, unless articles or bylaws require
Are corporations bound on preincorporation contracts entered into by promoters on behalf of the corporation of in its name?
No, but the promoter is bound
Who is bound by preincorporation Ks?
All persons purporting to act as or on behalf of a corporation knowing there was no incorporation are held joint and severally liable
How does a corporation become liable on promoters contarcts?
By adopting them
Does acceptance of the benefits of the contract deem to constitute adoption?
Yes
What is a subscription agreement?
A contract by which the subscriber agrees to purchase a certain number of shares of stock at the subscription price specified in the agreement
A written preincorporation agreement is irrevocable for 6 months UNLESS
agreement provides otherwise OR all of the subscribers consent to revocation
If corporation adopts the contract, are promoters still held liable?
Yes, unless there is a novation
When is a parent corporation held liable for the debts of a subsidiary and treated as a single entity?
(a) Subsidiary is inadequately capitalized
(b) its operations or assets are intermingled with the parents
(c) its business is operated solely for the benefit of the parent
What must be included in articles of incorporation?
answer later
President of a corporation has IMPLIED AUTHORITY to do all acts NECESSARY AND PROPER in the USUAL course of business
No unusual/not in ordinary course of business purchase or acts allowed
Is a director an agent of the corporation and do they have individual power to bind corporation to a K?
No
Can an agent bind the principal in contractual dealings with third parties?
Yes
