Organization

Question 1

define de jure

Answer 1

when formed in accordance with the law

Question 2

define de facto

Answer 2

when not formed in compliance with the law

Question 3

define corporation tecognized by estoppel

Answer 3

a de factor corporation that was not formed in compliance with all the laws but is recognized through estoppel

Question 4

Requirements to form a de jure corporation

Answer 4

1. person
2. paper
3. an act

Question 5

Person requirement

for a de jure corporation

Answer 5

one or more persons who undertake to form it ~ can also be an entity

known as incorporators and don’t need to be a citizen of the state of incorporation

Question 6

Paper requirement for de jure

Answer 6

the ariticals of incorporation require
1. the name of the corporation (with the word corp somewhere)
2. name and adress of each incorproator
3. registered agent with the address of the office
4. info regarding the corproation’s stock (max number they can sell, and class distinctions)
5. can state business purpose - otherwise assumed to conduct any lawful business

Question 7

Act required for de jure

Answer 7

filing with the secratary of state

Question 8

Organizational meeting

Answer 8

initial meeting
1. directors not named in articles will be elected
2. adopt bylaws

Question 9

defective incorporation

de factor corporation

characteristics and requirements

Answer 9

1. relevant statute (always met)
2. parties made good faith, colorable attempt to comply with the statute
3. excercise of corproate privileges

• must be unaware that there wan’t a valid incorporation

therefore treated like a corporation for everything except in action by the state - quo warranto

Question 10

Corporation by Estoppel

Answer 10

people who have dealt withthe entity as if it were a corporation will be estopped fromd enying the corporation’s existence

can’t avoid liability but only applied in K cases not tort victims

applies only on a case by case basis

Question 11

define promoter

Answer 11

Promoter: a person acting on behalf of a corporation not yet formed

Question 12

Pre incorporation promoter liability

Answer 12

anyone who acts on behalf of a corporation knowing it’s not yet in existance is jointly and severally liable for the obligations incurred.
- therefore the promoted is personally liable on the K
- released only if there is an expresss of implied novation to release them

may be reimbursed to the extent of any benefits recieved by the corporation

Question 13

Promoter - corporation liability

Answer 13

not bound unless they expressly or impliedly adopt the promoter’s K