Exam 38: Corporationsformation and Financing

Skyla and Terry want to form and do business as Unique Boutique Corporation. Most statutes governing the formation and use of corporations are guided by

The law of the state of in?corporation may restrict the express powers of a corporation.

Stan incorporates his scientific products business as Tech Supply, Inc. This firm could have perpetual existence in

"Piercing the corporate veil" means revealing to shareholders the internal rules of corporate management.

A business incorporated in one state has an automatic right to do business in any other state.

A corporate bond normally has a designated maturity date.

A shareholder in a professional corporation can avoid liability for his or her wrongful acts simply by incorporating.

A promoter is not personally liable for a preincorporation contract.

Corporate officers select the corporate directors.

A business that holds itself out as being a corporation may not be able to deny corporate status, even if it makes no attempt to incorporate.

A corporation's internal management structure is described in its articles or bylaws.

Dan is a promoter for the soon-to-be-incorporated firm of E-Business, Inc. Dan signs a contract with Smith & Jones, Accountants, to render their services before E-Business is incorporated and for one year after the in?corporation. E-Business is incorporated. Three months later, after Smith & Jones has continued performing under the contract, the E-Business board of directors tells the accountants that it is canceling their con?tract. Smith & Jones files a suit against Dan and E-Business, alleging breach of contract. Will Smith & Jones prevail?

Frida and Gregor want to market a new line of fishing gear. To avoid income taxes at the corporate level, they should form

The capital structure of a corporation cannot be set forth in the articles of incorporation.

Inez and Jason are the shareholders and directors of Kleen Kustodial Corporation. Lily and Moe are Kleen's officers. As with other corporations, the responsibility for the overall management of Kleen rests with

The law of the state of in?corporation may restrict the implied powers of a corporation.

Bernie and Chan want to form a corporation to market MP3 accessories. The first step in the incorporation procedure is to

Agents and employees of Apples Corporation and Oranges Corporation are convicted of conspiring to violate a fed?eral law that is punishable by a term of imprisonment and a fine. Can the corporations be held liable for these crimes? If so, how can they be punished?

Express powers of a corporation can be found in its articles of corporation.

A firm named Scientific Discovery Corporation (SDC) makes an attempt to incorporate for a purpose other than making a profit. SDC is