Incorporation to Amendment of Corporate Docs

Question 1

Internal Affairs Doctrine

Answer 1

Issues related to the internal governance of the corporation (e.g., right of shareholders to vote, liability of directors for breach of fiduciary duties, etc.) are governed by the law of the state of incorporation.

Question 2

Pre-Incorporation Transactions

Answer 2

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable fo all liabilities created while so acting. (only exception if 3rd party agrees that only to-be formed corp will be liable)

Question 3

Requirements for proper shareholder meeting

Answer 3

1) properly called, 2) upon proper notice, 3) with a quorum present, and 4) majority (or super-majority) vote