FL Business Entities Missed Law (Corps, Partnerships, LLC, PLLC) & UCC 9 Flashcards
In an LLP, ______ of the partners have personal liability, whereas in an LP, at least one partner must have _________________ liability.
none; unlimited
Under Florida law, a Purchase Money Security Interest (PMSI) in consumer goods automatically grants the creditor a _________________ over conflicting security interests, without the need for further action or filing.
This gives the creditor priority in recovering the debt if the debtor _____________.
superpriority; defaults
In the context of negotiable instruments, what are the rights acquired by a transferee of an instrument from their transferor?
When a negotiable instrument is transferred to a new holder, the transferee acquires the same rights as the transferor, including the rights of a Holder in Due Course (HDC), without having to satisfy the requirements for HDC status.
This allows the transferee to enjoy the benefits and protections associated with being an HDC.
In Florida, which of the following does NOT fall under the business judgment rule?
a) Decisions based on reasonable reliance on experts’ advice
b) Decisions made in the best interest of the corporation
c) Decisions made in good faith
d) Decisions based on intentional misconduct
d) Decisions based on intentional misconduct
The business judgment rule provides that directors and officers of a corporation are generally protected from liability for their decisions, as long as those decisions are made in good faith, in the best interest of the corporation, and based on reasonable reliance on experts’ advice.
FL CORPORATIONS
A subscription for shares is only enforceable if it is __________ and signed by the ________.
NOTE: allowed before and after incorporation
in writing; subscriber
If the subscription of shares agreement does not specify the terms of pre-incorporation subscription for shares, the ____________________________ may set those terms.
board of directors
A general partner’s liability in a limited partnership ______________ come from their capital contribution to the partnership!!!!
DOES NOT
The dissolution of a GENERAL PARTNERSHIP _____________ occur after the business has been terminated.
DOES NOT.
Not an event giving rise to the partnership’s dissolution.
P Corp.’s sole assets are a collection of high-tech devices currently in disuse. One of its board members is approached by an interested party wishing to purchase all of the devices. What is correct regarding the sale of these assets?
A majority of the shareholders eligible to vote must approve before P Corp. can proceed with the sale of the devices.
A limited partner _______________ the duty to manage the partnership’s business
does not have
Which of the following is NOT a requirement for a valid corporate merger or consolidation under Florida law?
Choose only ONE best answer.
a) Approval by a majority of the board of directors
b) Approval by a majority of shareholders
c) Filing of Articles of Merger or Consolidation with the Florida Department of State
d) Obtaining a certificate of authority from the Florida Department of State
d) Obtaining a certificate of authority from the Florida Department of State
Significant changes to the corporate structure, such as mergers, require approval from the shareholders.
Does merging a corporation with another entity, resulting in the other entity continuing as the surviving corporation, require approval from shareholders?
Yes
Under Florida law, which of the following statements about a partner’s authority to bind a partnership is FALSE?
a) A partner has the authority to bind the partnership in the ordinary course of business
b) A partner’s authority to bind the partnership is actual and apparent
c) A partner’s authority to bind the partnership extends to transactions outside the ordinary course of business
d) A partner’s authority to bind the partnership can be restricted by the partnership agreement
c) A partner’s authority to bind the partnership extends to transactions outside the ordinary course of business
Florida law mandates that every Florida corporation’s articles of incorporation include the name of its initial _____________ _________ AND the street address of the corporation’s initial ______________ ____________ in Florida.
registered agent; registered office
In addition to the articles of incorporation, the corporation must file an _________ __________ with the Department of State that discloses ________the street address of its registered office and the name of its registered agent.
annual report; BOTH
Under Florida law, which of the following statements about the liability of a promoter of a corporation is FALSE?
Choose only ONE best answer.
a) A promoter is personally liable for pre-incorporation contracts made on behalf of the corporation
b) A promoter’s liability for pre-incorporation contracts is limited to their capital contribution
c) A promoter’s liability for pre-incorporation contracts can be assumed by the corporation
d) A promoter’s liability for pre-incorporation contracts is joint and several with other promoters
b) A promoter’s liability for pre-incorporation contracts is limited to their capital contribution
According to the Florida statute, proxies given by shareholders expire after __ months unless otherwise expressly provided.
11 months
Sunshine LLC, a Florida-based company, is planning to issue new securities. In accordance with Florida’s Blue Sky Laws, what is the main requirement that Sunshine LLC must comply with before issuing these securities?
Sunshine LLC must register these securities with FL’s Office of Financial Regulation.
How is a voting trust created?
(1) One or more shareholders enter into a written agreement specifying the terms and conditions of the trust.
(2) SH’s then transfer their shares to the trustee(s);
AND
(3) A copy of the agreement and list of the beneficial owners must be delivered to the corporation’s principal office.
In Florida, as in other states, S Corporations are treated as pass-through entities for tax purposes. This means that the corporation itself is not subject to federal income tax. Instead, the profits and losses of the S Corporation are passed through to the shareholders, who report them on their individual tax returns.
