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
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
meeting date ________
10 days; 60 days
Which of the following business associations 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?
LLC
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
All of the following abbreviations are allowable except:
LLC
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 which of the following situations?
Irreparable injury to the corporation would result by waiting until the end of the 90 day period
Under the Virginia Stock Corporation Act, at which of the following locations may a corporation’s annual meeting of shareholders be held?
The corporation’s registered office in VA
A hotel in VA
A hotel in NY
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
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 unless a longer period is expressly provided in the appointment form
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 share-holders, the holders of at least ________ of all votes entitled to be cast on any issue proposed to be considered a special meeting may make a written demand for such a meeting
20%
Under the Virginia Stock Corporation Act, a corporation lacks power to do which of the following unless specifically provided for in the corporation’s articles?
None of the above
Under the Virginia Stock Corporation Act, in which of the following types of proceedings may the ultra vires nature of a corporate act be raised?
A proceeding against the corporation before the SCC
