Rule Statements Flashcards
What is required to form a corporation?
One or more persons must act as incorporators who file the articles of incorporation with the secretary of state.
What must the articles of incorporation include?
The name of the corporation, the number of shares authorized to issue, the names and addresses of incorporators and registered agent, and the address of the principal office.
When does corporate existence begin?
Corporate existence begins when the secretary of state files the articles of incorporation.
What is the general rule regarding a corporation’s liability?
A corporation is an entity separate from its shareholders, directors, employees, and agents, and is solely liable for its own obligations.
Who is liable for pre-incorporation contracts?
Generally, only the person who made the pre-incorporation contract, called a ‘promoter’, is personally liable.
What is the estoppel doctrine?
A party that has treated a business as a corporation will be estopped from denying its corporate existence.
When will a court pierce the corporate veil?
A court will pierce the corporate veil if the corporate entity is regarded as the alter ego of the shareholder, leading to injustice.
Can a corporation be held liable for negligent acts of its employees?
Yes, under the doctrine of respondeat superior, a corporation can be held liable for negligent acts committed by its employees within the scope of employment.
Under what conditions can a corporation be charged with a crime in Georgia?
A corporation can be charged if the crime is defined by statute to impose liability on a corporation and a corporate agent performs conduct that is an element of the crime, or if the crime is authorized or tolerated by the board of directors or managers.
