Corporations 4 Flashcards
A _________ is a business entity created (“Incorporated”) under the statutory laws of a jurisdiction. The jurisdiction where a corporation is incorporated is the law that applies to all of the internal affairs.
Corporation
A corporation is a ______ _____ created (“Incorporated”) under the statutory laws of a jurisdiction. The jurisdiction where a corporation is incorporated is the law that applies to all of the internal affairs.
business entity
A corporation is a business entity _______(“__________”) under the statutory laws of a jurisdiction. The jurisdiction where a corporation is incorporated is the law that applies to all of the internal affairs.
created
incorporated
A corporation is a business entity created (“incorporated”) ______ the _____ ______ of a ________.
under
statutory laws
juridiction
A corporation is a business entity created (“Incorporated”) under the statutory laws of a jurisdiction. The _________ where a corporation is incorporated is the law that applies to all of the internal affairs.
juridiction
A corporation is a business entity created (“incorporated”) under the statutory laws of a jurisdiction. The jurisdiction where a _________ is _________ is the law that applies to all of the internal affairs.
corporation
incorporated
A corporation is a business entity created (“Incorporated”) under the statutory laws of a jurisdiction. The jurisdiction where a corporation is incorporated is the ______ that _______ to ______ of the ______ _______.
law
applies
all
internal affairs
A _________ is formed by incorporators [sometimes called promotors]. The certificate of incorporation (DGCL), Articles of Incorporation (MBCA), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.
corporation
A corporation is ________ by incorporators [sometimes called promotors]. The certificate of incorporation (DGCL), Articles of Incorporation (MBCA), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.
formed
A corporation is formed by _________ [sometimes called _______]. The certificate of incorporation (DGCL), Articles of Incorporation (MBCA), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.
incorporators
Promotors
A corporation is formed by incorporators [sometimes called promotors]. The _________ ____ _________ (_______), Articles of Incorporation (MBCA), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.
Certificate of Incorporation (DGCL)
A corporation is formed by incorporators [sometimes called promotors]. The Certificate of Incorporation (DGCL), ______ ___ _______ (_____), and Charter (generic term) are synonymous and refer to the same document known as the corporation’s birth certificate.
Articles of Incorporation (MBCA)
A corporation is formed by incorporators [sometimes called promotors]. The Certificate of Incorporation (DGCL), Articles of Incorporation (MBCA), and _______ (_____ _____) are synonymous and refer to the same document known as the corporation’s birth certificate.
Charter (generic term)
A corporation is formed by incorporators [sometimes called promotors]. The Certificate of Incorporation (DGCL), Articles of Incorporation (MBCA) and Charter (generic term) are ________ and refer to the same document known as the ______ _____ _____.
synonyms
Corporation’s Birth Certificate
____ _____, partnership, association, or corporation, singly or jointly with others, and without regard to such person’s or entity’s residence, domicile or state o incorporation, may incorporate or organize a corporation under tis chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).
Any person
Any person, _________, ________, or ________, singly or jointly with others, and without regard to such person’s or entity’s residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).
partnership, association, or corporation
Any person, partnership, association, or corporation, ______ or ______ with others, and without regard to such person’s or entity’’s residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).
singly
jointly
Any person, partnership, association, or corporation, singly or jointly with others, and _____ ______ to such persons or entity’s residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).
without regard
Any person, partnership, association, or corporation, singly or jointly with others, and without regard to such _______ or _______ residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation;. DGCL § 101(a).
person’s or entities
Any person, partnership, association, or corporation, singly or jointly with others, and without regard to such person’s or entity’s _______, _______ or _____ __ ________, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).
residence, domicile, or state of incorporation
Any person, partnership, association, or corporation, singly or jointly with others, and without regard to such person’s or entity’s residence, domicile or state of incorporation, may _________ or _______ a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation. DGCL § 101(a).
incorporate or organize
Any person, partnership, association, or corporation, singly or jointly with others, and without regard to such person’s or entity’s residence, domicile or state of incorporation, may incorporate or organize a ________ under this chapter by filing with the Division of Corporations in the Department of State a ______ ___ _______. DGCL § 101(a).
corporation
Certificate of Incorporation
_______ or _____ _____ may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. MBCA § 2.01.
One or more persons
One or more persons ______ ______ as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. MBCA § 2.01.
may act
One or more persons may act as the _________ or __________ of a corporation by delivering articles of incorporation to the Secretary of State for filing. MBCA § 2.01.
incorporator or incorporators
One or more persons may act as the incorporator or incorporators of a corporation by delivering _______ ___ ______ to the Secretary of State for filing. MBCA § 2.01.
articles of incorporation
____ ________ _____ _________ (DGCL § 101(a).
______ ____ ______:
(1) The name of the corporation
(2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address
(3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity
(4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof;
(5) The name and mailing address of the incorporator or incorporators; and
(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.
* DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).
The Certificate of Incorporation
SHALL set forth
The Certificate of Incorporation (DGCL §102(a):
SHALL set forth:
(1) ____________________________
(2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address
(3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity
(4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof;
(5) The name and mailing address of the incorporator or incorporators; and
(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.
* DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).
- The name of the corporation
The Certificate of Incorporation (DGCL §102(a):
SHALL set forth:
1) The name of the corporation
(2) ?
(3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity
(4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof;
(5) The name and mailing address of the incorporator or incorporators; and
(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.
* DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).
(2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address
The Certificate of Incorporation (DGCL §102(a):
SHALL set forth:
1) The name of the corporation
(2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address
(3) ?
(4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof;
(5) The name and mailing address of the incorporator or incorporators; and
(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.
* DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).
(3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity
The Certificate of Incorporation (DGCL §102(a):
SHALL set forth:
1) The name of the corporation
(2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address
(3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity
(4) ?
(5) The name and mailing address of the incorporator or incorporators; and
(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.
* DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).
(4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof;
The Certificate of Incorporation (DGCL §102(a):
SHALL set forth:
1) The name of the corporation
(2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address
(3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity
(4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof;
(5) ?
(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.
* DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).
(5) The name and mailing address of the incorporator or incorporators; and
The Certificate of Incorporation (DGCL §102(a):
SHALL set forth:
1) The name of the corporation
(2) The address of the corporation’s registered office in this State, and the name of its registered agent at such address
(3) The nature of the business or purposes to be conducted. It shall be sufficient to state that the purpose of the corporation is to engage in any lawful act or activity
(4) The total number of shares of stock, and if more than one class of stock, the total number of shares of all classes of stock and the value of the stock and statement of the designations and the powers, preferences and rights, and the qualification, limitations or restrictions thereof;
(5) The name and mailing address of the incorporator or incorporators; and
(6) ?
* DGCL § 102(a) Required Provisions; see DGCL § 102(b) (detailing provisions that may be included/ Permissive Provisions).
(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of software the person who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.
_____ ______ ____ ______ (MBCA § 2.02(a))
_______ _______
(1) A corporate name
(2) The number of shares the corporation is authorized to issue
(3) The street name and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and
(4) The name and address of each incorporator
* MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).
The Articles of Incorporation
MUST include
The Articles of Incorporation (MBCA § 2.02(a))
MUST include:
(1) ?
(2) The number of shares the corporation is authorized to issue
(3) The street name and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and
(4) The name and address of each incorporator
* MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).
(1) A corporate name
The Articles of Incorporation (MBCA § 2.02(a))
MUST include:
(1) A corporate name
(2) ?
(3) The street name and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and
(4) The name and address of each incorporator
* MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).
(2) The number of shares the corporation is authorized to issue
The Articles of Incorporation (MBCA § 2.02(a))
MUST include:
(1) A corporate name
(2) The number of shares the corporation is authorized to issue
(3) ?
(4) The name and address of each incorporator
* MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).
(3) The street name and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and
The Articles of Incorporation (MBCA § 2.02(a))
MUST include:
(1) A corporate name
(2) The number of shares the corporation is authorized to issue
(3) The street name and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and
(4) ?
* MBCA § 2.02(a) Required Provisions; See MBCA § 2.02(b) (detailing provisions that may be included in the Articles of Incorporation/ Permissive Provisions).
(4) The name and address of each incorporator
Corporate Purpose? A Range
Milton Friedman’s “Shareholder Wealth Maximization” View: The responsibility of corporations is to use its resources and engage in activities designed to increase its profits.
Long-term Shareholder Value
The Corporate Social Responsibility / ESG View: In addition to profits, corporations should pay employees fairly, respect their neighboring communities, protect the environment, and engage in sustainable business practices. (__________ __________ Reflects). !!
Business Roundtable
