Florida Bar Exam: Corporations
Questions And Already Passed
Answers.
Promoter Liability - Answer Pre-incorporation Agreements - P is personally liable before and
after incorporation.
Fiduciary Duties - P personally liable to C for violating duties of Care and Loyalty.
Compensation - P may seek compensation from C, BUT cannot compel C to pay.
Corporation's Liability - Answer Pre-incorporation Agreements - C is NOT liable unless: (1)
expressly/implicitly Adopt Agreement or (2) Novation.
Articles of Incorporation - Answer Must Include:
1. C name and address
2. # of authorized shares
3. Preemptive rights
4. Registered Agent name and address
5. Incorporator(s) name and address
6. # of required D's and O's
Required Actions:
1. Filed with Dep't of State (DOS)
2. Effective on either: (i) Date filing is accepted; or (ii) Specified Date (5 days before to 90 days
after filing)
Not Required:
1. C purpose
2. C powers
3. Forum Selection
4. Existence time period
, Third party escapes liability for UVA transaction with C when:
i. SH files suit to enjoin UVA
ii. C takes action against D/O/employee committed UVA
iii. "Quo Warranto" - State takes action against C to enjoin UVA
De Jure Corporation - Answer All statutory requirements for incorporation are met.
Defective Corporation - Answer (1) K of defect = person who conducts business knowing C is
defective will be personally liable for such transactions
(2) De facto C = owner who made good-faith effort to incorporate C but unsuccessful will not be
personally liable for transactions entered into on behalf of defective C.
(3) C by estoppel = person who deals with an entity as if it is a C will be estopped from denying
C's existence to enforce personal liability.
Articles of Correction - Answer May be filed with the state to correct an inaccuracy or defect in
the articles of incorporation.
Amendment of Articles - Answer Must file with DOS:
(1) Articles of Amendment; AND
(2) a statement that proper procedures were followed.
Proper Procedures: No Stock issued - BoD can amend articles
Proper Procedures: Stock issued -
(i) BoD adopts amendemnt of articles;
(ii) SH must approve w/ majority vote;
*Closely Held C (35 or less SHs) - SHs can amend without D's at SH meeting with proper notice
*Minor Changes - BoD can amend, no SH approval required (e.g. name change, par value).
Bylaws - Answer Provisions for management of C's business
Questions And Already Passed
Answers.
Promoter Liability - Answer Pre-incorporation Agreements - P is personally liable before and
after incorporation.
Fiduciary Duties - P personally liable to C for violating duties of Care and Loyalty.
Compensation - P may seek compensation from C, BUT cannot compel C to pay.
Corporation's Liability - Answer Pre-incorporation Agreements - C is NOT liable unless: (1)
expressly/implicitly Adopt Agreement or (2) Novation.
Articles of Incorporation - Answer Must Include:
1. C name and address
2. # of authorized shares
3. Preemptive rights
4. Registered Agent name and address
5. Incorporator(s) name and address
6. # of required D's and O's
Required Actions:
1. Filed with Dep't of State (DOS)
2. Effective on either: (i) Date filing is accepted; or (ii) Specified Date (5 days before to 90 days
after filing)
Not Required:
1. C purpose
2. C powers
3. Forum Selection
4. Existence time period
, Third party escapes liability for UVA transaction with C when:
i. SH files suit to enjoin UVA
ii. C takes action against D/O/employee committed UVA
iii. "Quo Warranto" - State takes action against C to enjoin UVA
De Jure Corporation - Answer All statutory requirements for incorporation are met.
Defective Corporation - Answer (1) K of defect = person who conducts business knowing C is
defective will be personally liable for such transactions
(2) De facto C = owner who made good-faith effort to incorporate C but unsuccessful will not be
personally liable for transactions entered into on behalf of defective C.
(3) C by estoppel = person who deals with an entity as if it is a C will be estopped from denying
C's existence to enforce personal liability.
Articles of Correction - Answer May be filed with the state to correct an inaccuracy or defect in
the articles of incorporation.
Amendment of Articles - Answer Must file with DOS:
(1) Articles of Amendment; AND
(2) a statement that proper procedures were followed.
Proper Procedures: No Stock issued - BoD can amend articles
Proper Procedures: Stock issued -
(i) BoD adopts amendemnt of articles;
(ii) SH must approve w/ majority vote;
*Closely Held C (35 or less SHs) - SHs can amend without D's at SH meeting with proper notice
*Minor Changes - BoD can amend, no SH approval required (e.g. name change, par value).
Bylaws - Answer Provisions for management of C's business
