Corporations

Question 1

What is the age requirement for a director?

Answer 1

Must be 18 years of age or older

Question 2

Are promoters liable for preincorporation contracts?

Answer 2

Yes.

• All persons purporting to act as or on behalf of a corporation havinga actual knowledge that there was no incorporation are jointly and severally liable for all liabilities while so acting EXCEPT for liabilities created as to persons having actual knowledge that no incorporation took place.
• Once corporation incorporated it can be come liable for these liabilities by adopting them. May be express or implied. Mere incorporation is not enough. Acceptance of benefits of contracts usually enough.
• Promoter remains liable after adoption by corp unless there is a novation. (specific agreement by all parties, that promoter will be released from personal liability).
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Question 3

What are the rules for subscription agreements?

Answer 3

• contract by which subscriber agrees to purchase certain number of shares of stock of corp at the subscription price specified.
• Preincorp subscription agreements are usually revocable until adopted by the corp after its formation, unless more than one subscriber is a party to the agreement.
• FLORIDA STATUTE: a written preincorporation agreement is irrevocable for 6 months unless the agreement provides otherwise or unless all of the subscribers consent to revocation.
• enforceable by corp after acceptance but also can reject them after incorporation.

Question 4

What classes of stock need to vote for fundamental changes or changes to articles, etc.?

Answer 4

• a class of stock must approve by a majority of shares if changes adversely affect the rights of a class of stock, even if that class of stock is nonvoting.
• Majority of each class required and majority of all shares entitled to vote.