Formation

Question 1

When does Incorporation occur?

Answer 1

Incorporation occurs upon execution and filing of the articles of incorporation.

Question 2

What does proper execution of the Articles of Incorporation require?

Answer 2

Proper execution requires incorporator(s) to prepare and sign the Articles and include the:

+ name and address of each incorporator;

+ address of initial registered office and name of initial registered agent;

+ number of shares authorized to issue; AND

+ name of corp.

Question 3

Where must Articles of Incorporation be filed?

Answer 3

Proper filing requires incorporator to file the Articles at the secretary of state’s office and pay the filing fee.

Question 4

What is the date of incorporation?

Answer 4

Date of incorporation is the date of filing unless the Articles delay the date of effectiveness (up to 90 days from date of filing).

Question 5

How is a corporation organized?

Answer 5

After incorporation, corp. must be properly organized at an organization al meeting called by the incorporators or the initial directors (if any) named in the Articles.

Question 6

What must happen at an organization meeting?

Answer 6

At the organization meeting, they must:

+ name or elect directors;

+ appoint officers; AND

+ adopt the corporate bylaws.

Question 7

Corporation by Estoppel

Answer 7

In a K dispute between a third party and an unformed corp. believed to be properly formed, a court may:

+ estop the third party from alleging defective incorporation if that would unjustly expose the corp.’s principals to liability

+ estop the corp. from arguing it isn’t liable due to defective incorporation if it would unjustly deprive the third party of relief

Can’t use this doctrine as a defense to a tort claim.