Exam 25: The Nature of a Corporation and Its Formation
Megacorp Ltd.is a large private Ontario construction company in which Albert,John,and Michael are the shareholders and George,Mary,and Sam are the directors.Recently,Albert and John started up a building supplies business,which now has a contract to provide building supplies to Megacorp Ltd.However,Michael objects to this.In this situation
A
Mario Black has,along with two others,formed a corporation to market specialized computer software.Each partner initially purchased ten common shares at $10 a piece,giving the corporation $300 in capital.The company requires an additional $25 000 to operate.Describe three different ways the corporation could acquire that $25 000 and give a brief reason why you would recommend or not recommend each of the ways.
Three ways of raising $25 000 would include: (1)selling additional shares in the corporation,(2)borrowing money from the shareholders (by way of shareholders' loans),and (3)borrowing money from external sources by issuing bonds or promissory notes.(1)Equity is beneficial from the company's standpoint because it is carried as an asset and not as a liability.The person supplying the equity,however,is not entitled to the return of his or her money because he or she becomes a shareholder and not a creditor.(2)Shareholders' loans,if the corporation is dissolved,are repaid prior to the distribution of funds to shareholders.If only one shareholder is going to inject the $25 000,she or he may be glad to have that priority.(3)Debt instruments such as bonds or promissory notes are carried by the corporation as a liability on its books.The interest on these instruments would be a legal obligation.If the corporation has pledged any assets in support of the debt,upon dissolution,they would be available to the secured creditors,giving them priority over unsecured creditors and shareholders.A combination of the above three ways of raising money might be appropriate.
John and George wish to incorporate their manufacturing business and intend to manufacture and sell their products throughout Canada.In such a case,they should consider incorporating
A
There is no practical difference between the rights of a shareholder and those of the holder of a debenture.
A,B,and C are three lawyers who want to start a construction business.Each has enough capital to invest in the business to avoid borrowing money from the bank,and all of them want to limit their liability as much as possible while having a role in the management and operation of the business.In this case,they can protect themselves by
In a private corporation without a shareholders agreement,why would it be necessary to restrict the transfer of shares by first requiring the consent of the board of directors?
In comparison with a partnership,which of the following is NOT considered to be an advantage of the corporate form of business?
A private corporation is one that is not permitted to offer its shares to the public.
Under the articles of incorporation system,a corporation is formed by filing articles of incorporation in the prescribed form,filing a shareholder's agreement,and paying the required registration fee.
What is the doctrine of ultra vires in corporate law and what is its current effect across Canada?
A professional corporation is a special type of corporation that may be established by members of a profession.
If you are a small,local,one-person business,can you incorporate under the federal CBCA (Canada Business Corporations Act)? Explain.
Elvin inherited 1000 shares of 7 percent preferred.She has been assured by her broker that the company is in sound financial health even though it did not pay any dividends this year.Elvin should next find out whether
Which of the following is NOT a distinguishing feature of closely held corporations?
John,Susan,and Terence retain a lawyer to incorporate a company that they expect will be taken public in the future.What basic information should the lawyer give to them concerning the incorporating documents?
The doctrine of ultra vires,as applied to corporations,has now been abolished throughout Canada.This means that Canadian corporations
In both theory and reality,a corporation always protects the liability of its shareholders.
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