Corporations Flashcards
Naked Porn requires a lot, so do articles of incorporation
What information is required to be in the articles of incorporation (aka certificate of formation)?
Naked On Camera – NAIr-NARy-Police Department-CiSSy-w/-IBS
if Closed Caption-Porn-Not A Convent Actor Included
What information is required to be in the articles of incorporation (aka certificate of formation)?
Naked On Camera – NAIr-NARy-Police Department-CiSSy-w/-IBS
if Closed Caption-Porn-Not A Convent Actor Included
Naked On Camera – NAIr-NARy-Police Department-CiSSy-w/-IBS = Name Of Corporation, Name & Address of the Incorporator, Name & Address of Registered agent, Purpose, Duration, Capital Stock Structure, Initial Board, Shareholder rights
if Closed Caption-Porn-Not A Convent Actor Included = if Closed Corporation, Provision to that effect, Name & Address of Corporate Agent & Incorporators
authors provide substance, so does cof
What must the certificate of formation include regarding stock?
Author from #SouthCarolina Is Prairie View Panther who supports Voting Rights
What must the certificate of formation include regarding stock?
Author from #SouthCarolina Is Prairie View Panther who supports Voting Rights
Authorized stock, # of Shares per Class, Info on Par Value, Preferences, and Voting Rights
good judgment requires being informed and rational
What is the business judgment rule?
Informed and Rational GF
What is the business judgment rule?
Informed and Rational GF
Informed, Rational basis, Good Faith
bash the foundation to make a change
What is needed for a fundamental corporate change?
BASH 2/3 DocS
What is needed for a fundamental corporate change?
BASH 2/3 DocS
Board Action adopting a resolution of a fundamental corporate change, board must submit proposal to ShareHolder w/ written notice, 2/3 shares vote of approval, Document delivered to the Sos
AG the TX way
When can involuntary (court ordered) termination happen?
F-U-Pay-Me
When can involuntary (court ordered) termination happen?
F-U-Pay-Me
Fraudulent procurement of certificate, Ultra vires, Public interest requires it, Misrepresentation in required reports
cash is required at restaurants + clubs, Greenville Ave has a lot of those
What are the steps in the liquidation process?
Greenville Avenue Cash in Postmates Dallas
What are the steps in the liquidation process?
Greenville Avenue Cash in Postmates Dallas
Gather all Assets, convert to Cash, Pay creditors, Distribute remainder to shareholders prorata by share
*note: unless there is a liquidation preference (means pay first, so it works like a dividend preference?)
When do shareholders have fiduciary duties?
COMe
When do shareholders have fiduciary duties?
COMe
Close corporation, officers or directors, or minority protection
What fiduciary duties do officers and directors have?
LRG ones
