Organization

Question 1

Formation of a Corp

Answer 1

An incorporator needs to deliver articles of incorporation to the secretary of state.

Question 2

Articles of Incorporation

Answer 2

Must include:
-name of corp
-names/addresses of incorporators
-name/address of an in-state registered agent
-info about stock

Question 3

Defective Incorporation

Answer 3

If incorporation was defective, the incorporators would be personally liable for any obligations unless either de facto incorporation or incorporation by estoppel applies and the person asserting the doctrine was unaware of the failure to form a corporation.

Question 4

De Facto Corporation

Answer 4

A de facto incorporation requires:
-a relevant incorporation statute
-good faith attempt to comply
-parties acted as though they thought there was a corporation

Question 5

Corporation by Estoppel

Answer 5

Corporation by estoppel requires that persons have dealt with the entity as if it were a corporation.
-applies in contracts cases

Question 6

Promoter

Answer 6

A promoter is a person acting on behalf of a corporation not yet formed.

Question 7

Pre-incorporation Agreements

Answer 7

If a promoter enters a contract on behalf of a corporation not yet formed:
-the promoter is personally liable on the contract unless there is a novation
-the corporation is liable only if it expressly or impliedly (by accepting a benefit of the contract) adopts the contract.