Deck 13: Foreign Corporation Qualification

Question 1

When deciding whether to qualify a corporation in a foreign state, all of the following must be taken into consideration, except

A) the foreign state's statutes with regard to the regulation of the internal affairs of corporations.
B) the extent, duration, and nature of the corporation's involvement in the foreign state.
C) the foreign state's statutory interpretation of what does, or does not, constitute transacting business in that state. state without authority.

Answer 1

A

Question 2

Statutes that allow courts to exercise jurisdic- tion over nonresident defendants are often referred to as

A) long-arm statutes.
B) door-closing statutes.
C) foreign corporation statutes.
D) foreign court statutes.

Answer 2

A

Question 3

Limited liability companies and limited liability partnerships are usually not required to obtain a certificate of authority from any foreign state in which they transact business.

Answer 3

False

Question 4

In states following the Model Business Cor- poration Act, foreign corporations that no longer transact business in a foreign state must

A) file a revocation of certificate of authority with the secretary of state of the foreign state.
B) file an application for a certificate of withdrawal with the secretary of state of the foreign state.
C) file an application for certificate of with- drawal with the secretary of state of the corporation's state of domicile.
D) publish a notice of withdrawal in a news- paper where the registered office of the foreign corporation is located within the foreign state.

Question 5

State laws that provide that a corporation or other business organization doing business in the state without authority is precluded from maintaining an action in the courts of that state are referred to as

A) long-arm statutes.
B) door-closing statutes.
C) foreign corporation statutes.
D) foreign court statutes.

Question 6

A corporation must have certain minimum contacts in a foreign state for the courts of that state to have jurisdiction over the corporation.

Question 7

A corporation that transacts business in a foreign state without qualifying to transact business in accordance with the statutes of that state may

A) be prohibited from bringing suit in the foreign state.
B) be dissolved by the secretary of state of the foreign state.
C) not be sued in the foreign state.
D) bring an action in the courts of the for- eign state to enforce contracts made in that state.

Question 8

Failure to comply with annual reporting requirements and the payment of required fees in a foreign state may constitute grounds for revocation of the foreign corporation's certificate of authority.

Question 9

The issued by the secretary of
For transacting business in the foreign
State or similar state authority grants foreign corporations and other types of business or- ganizations the right to transact business in that state.

A) articles of foreign corporation
B) certificate of assumed name
C) certificate of good standing
D) certificate of authority

Question 10

The laws of the foreign state govern the internal affairs of the foreign corporation.

Question 11

In states that follow the Model Business Corporation Act, the foreign corporation is not required to when applying for authority to transact business in that state.

A) file an application for a certificate of au- thority with the secretary of state or other appropriate state authority
B) designate a registered agent and regis- tered office for service of process in the foreign state
C) file a copy of the corporation's articles of incorporation with the secretary of state or other appropriate state authority of the foreign state
D) file a certificate of existence (or certificate of good standing) from the foreign corpo- ration's state of domicile with the secre- tary of state or other appropriate state authority of the foreign state

Question 12

When a foreign corporation may transact business in a particular state in the future, and it is desirable to reserve the corporation's name in that state for an extended period of time, the foreign corporation may

A) file a copy of its articles of incorporation with the secretary of state of the foreign state.
B) publish a notice of name use by foreign corporation in a newspaper in the foreign state.
C) register its name with the secretary of state of the foreign state.
D) register its name with the secretary of state of its state of domicile.

Question 13

The laws of the foreign state subject the foreign corporation to many of the same duties and restrictions applicable to domestic corporations and regulate the internal affairs of the corporation.

Question 14

The application for certificate of authority must include the name and address of a registered agent in the corporation's state of domicile to receive service of process on any actions that may arise in the foreign state.

Question 15

A corporation does not legally exist beyond the boundaries of its state of domicile and must therefore be granted permission to do business with the proper authorities of other states.

Question 16

Most secretaries of state require annual reports from every domestic and qualified foreign corporation.

Question 17

Procedures for qualifying to do business as a foreign corporation are generally found with- in the

A) bylaws of the foreign corporation.
B) statutes of the corporation's state of domicile.
C) statutes of the foreign state.
D) corporation's articles of incorporation.

Question 18

Under certain circumstances, a corporation may not be allowed to use its name in the foreign state.

Question 19

The qualified foreign corporation generally has the same, but no more than, rights and privileges that domestic corporations have.

Question 20

The statutes of most states provide a list of activities considered to be transacting busi- ness in that state.