Exam 27: Corporate Formation and Financing

Explain the liabilities of a dissolving corporation to its common and preferred stockholders.Provide an example.

Implied powers allow a corporation to exceed its express powers in order to accomplish its corporate purpose.

When does a corporation perform an ultra vires act? How are corporations held liable if such acts are prohibited by the law?

The death,insanity,or bankruptcy of a shareholder,a director,or an officer dissolves a corporation.

All states have adopted the Revised Model Business Corporation Act (RMBCA).

Which of the following is true about a corporation's incorporation in a state?

________ corporations are for-profit corporations whose shares are usually owned by a few shareholders,who are often family members,relatives,or friends.

A corporation in the United States that has been incorporated in another country is referred to as a(n)________ corporation.

Explain how preferred stockholders can collect dividends from corporations in spite of corporations having no earnings to pay them.

A general-purpose clause stipulates the specific purposes and activities that the corporation can engage in.

A(n)________ is a person or persons who organize and start a corporation,negotiate and enter into contracts in advance of its formation,find the initial investors to finance the corporation,and so forth.

A contract between a corporation and a holder that contains the terms of a debt security is known as a(n)________.

Nonprofit corporations are prohibited by law from distributing profits to their members,directors,and officers.

Where a foreign corporation is required to qualify to conduct intrastate commerce in a state,it must obtain a certificate of ________ from the state.

Provide reasons why a majority of American corporations are incorporated in Delaware.

A(n)________ is a fictitious legal entity that is created according to statutory requirements.

A(n)________ is a clause that can be included in the articles of incorporation that permits the corporation to engage in any activity permitted by law.

How do corporations with statutory close corporation status differ from the formalities of a corporation? Does the status impact the limited liabilities of shareholders?

A person or corporation that is empowered to accept service of process on behalf of a corporation is referred to as a(n)________.

________ corporations are for-profit corporations that have hundreds or thousands of shareholders,and their shares are traded on organized securities markets.