CORPORATIONS (BARBRI) Questions and Answers

Formation of a Corp Ans- People, Paper, Act! People: Incorporators - one or more. Must execute/sign the articles and deliver them to the Secretary of State. Can be an individual or an entity. Paper: Articles of Incorporation: a. Articles are a contract between the corp and shareholders. b. And also a contract between the corporation and the state. Must include: Corporate Name (w/ magic words) Name and address of each incorporator Name and address of each initial director Name of registered agent and address of the registered office. If there's no statement of the corp's duration, presume perpetual existence. c. Statement of purpose (can be "engage in all lawful activity") -See Ultra Vires Card d. Capital Structure (stock) -Articles must include: i. authorized stock, ii. number of shares per class, and iii. information on voting rights and preferences of each class. ACT: Delivery of notarized articles to Secretary of State and payment of required fees. WHen Sec of state's office accepts for filing = CONCLUSIVE proof of valid formation. = at that point, we have a de jure corporation. -Then the Board of directors holds the organizational meeting, where it selects offivers and adopts any bylaws, etc. Ultra Vires Ans- UV= beyond the scope of the corporation's articles. 1. Ultra Vires contracts are valid as to thir