Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

Florida 2021 Feb Bar > Florida Corporations (2021) > Flashcards

Florida Corporations (2021) Flashcards

You may prefer our related Brainscape-certified flashcards:
MBE flashcards
1
Q

Formation of Organization

A

Incorporator delivers articles of incorporation to the Department of State for filing

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Articles of Incorporation

A

basic charter of the corporation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Required Provisions of Articles of Incorporation

A 
Name
Corporations Adress
Authorized Shares
Resident Agent
Incorporators
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Optional Provisions

A 
Board Members
Purpose
Management
Powers
Par Value
Shareholders
Exclusive Forum Provisions
Preemptive Rights
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Requirements for Corporation Name

A

Must include term which identifies it as a corporation;
Must not appear to be connected to gov’t;
Must be distinguishable from filed names (except fictitious names)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Requirements for Authorized Shares

A

Articles must include number of shares the corporation is authorized to issue

MUST authorize: one of more classes of shares with unlimited voting rights, and one of more classes of shares which receive net assets at dissolution. (can be the same class/share)

More than one class or series of stock may be authorized unless the articles require the board of directors to determine by resolution

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

When Corporation Begins

A

Date of filing OR date specified in articles

*If filed 5 days after specified date then goes by date filed

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

When Corporation Ends

A

Unless articles specifically specify terms then presumed to exists perpetually

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Corporate Purpose

A

Corporation can be created for any lawful purpose BUT can be limited by article

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Ultra Vires

A

Corporation cannot be challenged on grounds that it lacks/lacked power to act

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Corporation (Definition)

A

for-profit corporation, other than a foreign corporation incorporated under FL law

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

Foreign Corporation (Definition)

A

for-profit corporation incorporated under laws other than FL

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Foreign Corporation Transacting W/O Authority Consequences

A

Cannot maintain proceeding until certificate obtained
Liable to FL for fees up to $1000
Does not impair validity of contracts, deeds, mortgages, security interests, or corporate acts
Does not prevent from defending action in FL

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Bylaws

A

Written rules for conduct of corporation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Who Adopts Bylaws

A

Incorporators or board of directors unless reserved to shareholders

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Provision Inconsistent with Law

A

Permissible

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

De Facto Corporation

A

Company that operates as if it were a corporation even though it hasn’t completed steps to incorporate.

Temporarily treated as valid

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Corporation by Estoppel

A

Prevents a corporation/defendant from using corporation’s failure to legally incorporate as a defense in a lawsuit

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Promoter

A

The party who assists in planning/forming new business

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

Promotor Contract Liability

A

Liable on any contract made prior to the creation of the incorporation unless there is a novation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

Subscription for Shares

A

Offer to purchase shares made to corporation by a person who wants to be shareholder.

Valid for 6 months unless agreed otherwise

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q

Adequate Capital

A

Meets both company’s future needs and the ability to pay its debts when they are due

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

Piercing Corporate Veil

A

Plaintiff must show corporation is mere instrumentality/alter ego of the defendant and the defendant is engaged in improper conduct - makes all shareholders liable

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

When is Parent Corp liable for Subsidiary

A

Need 2 out of 3:

Formalities of separate corp. procedures are not observed
Corp is inadequately financed as separate unit
Policies of corp are not directed to own interests

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
25
Q

When is shareholder personally liable

A

If they personally commit a tort while acting as an agent for corporation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
26
Q

Common Stock

A

Elect board of directors & vote on corporate structure

Lowest Priority

27
Q

Preferred Stock

A

Entitled to receive payment of dividends before other shares OR entitled to receive distribution of preferential amount in event of liquidation/dissolution

Must be paid before common stock

28
Q

Outstanding Shares

A

number of shares currently owned by investors - does not include shares corporation has repurchased

29
Q

Voting Rights

A

Each outstanding share has voting rights unless they are redeemed

30
Q

Treasury Stock

A

Shares that company issued and company reacquired

31
Q

Shares within Class of Stock

A

Must have identical rights and preferences unless the shares are divided into separate series

32
Q

When Corporation Cannot Make Distribution

A

Cannot make distribution if after the corporation would not be able to pay debts OR the total assets would be less than total liabilities + amount needed to cover preferential rights

33
Q

Watered Stock

A

Gratuitously issued by agreement for less than par value

34
Q

Redemptions

A

Must be provided for in the articles of incorporation and only applies to preferred stock

35
Q

Repurchases

A

Corporation can buy back shares of stock as long as they are not insolvent and it would not impair preferred stock holder rights

36
Q

Annual Meetings

A

Must hold annual meeting of shareholders to elect directors and transact proper business

37
Q

Special Meetings

A

Must hold special meeting either:

On call of board of directors OR person authorized by articles of incorporation and/or bylaws

If the holders of at least 10 percent of all votes deliver written demand to secretary

38
Q

Notice of Meeting

A

Corporation must only provide shareholders entitled to vote with notice of the date time and place of meeting 10-60 days before meeting date

*Notice only needs to describe purpose if special meeting

39
Q

Quorum

A

Majority of the shares that may be cast on a vote is quorum unless articles provide otherwise

40
Q

Limits on Quorum

A

Cannot consist of less than 1/3 shares entitled to vote

41
Q

Direct Voting

A

FL Rule* - one share one vote, can use shares entitled to vote however they want

42
Q

Cumulative Voting

A

Can be provided for in articles - number of shares entitled to vote x number of seats = number of votes, must use total number of votes

43
Q

Proxy Votes

A

When a person authorizes another person to vote shares for them

44
Q

Voting Trusts

A

Agreement (must be signed in writing) among one or more shareholders to vote certain way

45
Q

Voting Agreements

A

Agreement (can be oral) between two or more shareholders providing how shareholders will vote

46
Q

Shareholder Inspection of Records

A

General Corp Records - may inspected during regular business hours at corporations principal office with 5 day demand

Other Corp Records - may inspect and copy if in good faith and proper purpose, describes with reasonable particularity their purpose, records are directly connected with purpose

47
Q

Board of Directors

A

Required in every corporation:

All members must be 18+
Do NOT need to be FL residents/shareholders
Articles can impose other requirements

48
Q

Election of Board of Directors

A

Elected at first annual shareholder’s meeting and each subsequent annual meeting

49
Q

Authority of Board of Directors

A

Make bylaws
Fill vacancies
Set compensation
Make loans

50
Q

Removal of Directors

A

Shareholders can remove any director with or without cause unless provided otherwise in articles of incorporation

51
Q

Resignation of Directors

A

Director can resign at anytime by delivering written notice

52
Q

Officers

A

Must have president, secretary, and treasurer (can be the same person) and is appointed by the board of directors

53
Q

Duty of Care (general)

A

Owed by directors and officers - duty to take reasonable steps to monitor corporations management and act carefully when acting on behalf of corporation

54
Q

Duty of Good Faith

A

Corporation’s directors and officers conduct obligations in good faith and in a manner they reasonably believe to be in best interesr

55
Q

Business Judgement Rule

A

Protects officers and directors of corporation from personal liability as long as they act in good faith, with due care, and within their authority

56
Q

Duty of Loyalty

A

Duty to avoid implicating personal interests

*Is there conflict of interest & is it fair to the corporation?

57
Q

Merger

A

When one or more existing corporations are absorbed into another corporation

58
Q

Consolidation

A

When two existing corporations merge into one new corporation

59
Q

Voluntary Dissolution

A

Majority of Incorporators/Directors OR Majority of Board and Shareholders can authorize dissolution

60
Q

Involuntary Dissolution

A

Circuit court can dissolve a corporation in certain proceedings by a corporate shareholder

61
Q

SEC 10(b)5

A

Person is liable for the (1) intentional use of (2) any means of interstate commerce, (3) to defraud or make material omissions/misrepresentation

62
Q

Derivative Claims

A

When harm is done to a corporation a shareholder can bring a derivative action on behalf of the corporation with recovery going to the corporation

63
Q

Direct Claims

A

Wrongful act that deprives a shareholder of a right to which his shares entitle him or which is personal to a shareholder is a direct claim

64
Q

Change to Quorum or Voting

A

Amendment which changes quorum or voting must meet the same quorum/voting requirement then in effect or proposed - whichever is greater

Florida 2021 Feb Bar (1 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions