formation

Question 1

what does a promotor do

Answer 1

raise capital

form k’s

Question 2

promotor liability

Answer 2

personally liable for pre incorp k’s

even after corp formed

unless novation

Question 3

when can promotor be indemnified

Answer 3

liable on preincorp k

C adopts k, no novation

Question 4

promotor reimbursement rights

Answer 4

if in good faith

Question 5

is a corp liable for promotor activity?

Answer 5

no unless they adopt k or through board resolution

Question 6

what must you file and where to create corp

Answer 6

articles with VA SCC

Question 7

what is included in articles

Answer 7

corp name
PPB
number of authorized shares
registered agent

Question 8

issue that arises if I put corp purpose in articles and its too narrow?

Answer 8

ultra vires

Question 9

who can challenge ultra vires actions

Answer 9

s/h

corp

SCC

Question 10

how to amend articles if stock not issued?

Answer 10

b/d

Question 11

how to amend if stock issued?

Answer 11

board approval

s/h vote (default 2/3)

Question 12

what is needed if the amendment puts personal liability on the s/h?

Answer 12

signed separate written consent

Question 13

what is a de facto corp

Answer 13

good faith effort in incorp but failure

VA does not recognize