Corporations – Barbri 2025/2026 Exam
Questions and Answers | 100% Solved
1
Corporation - 🧠 ANSWER ✔✔A business owned by stockholders who share
in its profits but are not personally responsible for its debts. Only the
corporation itself can be held liable for corporate obligations.
Managed by board of directors, w/ day-to-day management by officers.
5 Key Fact Patterns for Corporations Questions - 🧠 ANSWER ✔✔1.
Organization of a Corporation
2. Issuance of Stock
3. Directors and Officers
4. Shareholders
5. Fundamental Corporate Changes
Corporate Formation - 🧠 ANSWER ✔✔For a de jure (statutory) corporation:
1. Need 1 or more incorporators (may be person or entity)
COPYRIGHT©PROFFKERRYMARTIN 2025/2026. YEAR PUBLISHED 2025. COMPANY REGISTRATION NUMBER: 619652435. TERMS OF USE.
PRIVACY STATEMENT. ALL RIGHTS RESERVED
,2. Articles of Incorporation
3. File notarized articles w/ SOS and pay required fees (corp existence
2
begins upon filing).
Articles of Incorporation - 🧠 ANSWER ✔✔Require:
1. Name of corp
2. Name and address of each incorporator
3. Name of registered agent, address of registered office.
4. Information re the corporate stock (# authorized, # shares/class,
describe rights of each class)
Ultra Vires Acts - 🧠 ANSWER ✔✔If articles include a narrow business
purpose, corp cannot undertake activities unrelated to that stated purpose
("ultra vires").
CL- Ultra vires acts are void and unenforceable.
MBCA - ultra vires acts are generally enforceable, but the ultra vires nature
of an act can only be raised: (1) for a s/h to sue corp to enjoin act, (2) corp
may sue an officer or director for damages for approving act, and (3) state
may bring a dissolution action for corp committing ultra vires act.
COPYRIGHT©PROFFKERRYMARTIN 2025/2026. YEAR PUBLISHED 2025. COMPANY REGISTRATION NUMBER: 619652435. TERMS OF USE.
PRIVACY STATEMENT. ALL RIGHTS RESERVED
,Organizational Meeting - 🧠 ANSWER ✔✔the first meeting, held to adopt the
bylaws and appoint directors (if not appt'd in articles) and officers
3
Benefit Corporation (B Corp) - 🧠 ANSWER ✔✔a corporate form for
businesses whose stated goals are to combine making a profit with
benefiting society and the environment
-file annual benefit report
2 Possible Shields from Defective Incorporation - 🧠 ANSWER ✔✔1. De
facto corporation
2. Corporation by estoppel
**Anyone asserting either doctrine must be unaware of the failure to form a
de jure corporation.
De Facto Corporation - 🧠 ANSWER ✔✔3 Requirements:
1. Must be a relevant incorporation statute (always met),
2. Parties made a good faith, colorable attempt to comply w/ the statute;
AND
COPYRIGHT©PROFFKERRYMARTIN 2025/2026. YEAR PUBLISHED 2025. COMPANY REGISTRATION NUMBER: 619652435. TERMS OF USE.
PRIVACY STATEMENT. ALL RIGHTS RESERVED
, 3. Exercise of corporation privileges (parties acting as though they thought
there was a corp).
4
**Must be raised by someone unaware that there was no valid
incorporation.
-If all requirements met, treated as corporation for all purposes except in an
action by the state to dissolve.
-Applies equally in K and tort
-Abolished in many states, but still raise it as a defense.
Corporation by Estoppel - 🧠 ANSWER ✔✔A defective corporation that has
conducted business with a third party as if it were a corporation, thus
preventing the third party (or corporation) from denying the corporation's
existence.
**Must be raised by someone unaware that there was no valid
incorporation.
-Applies on in K cases, not to tort victims
COPYRIGHT©PROFFKERRYMARTIN 2025/2026. YEAR PUBLISHED 2025. COMPANY REGISTRATION NUMBER: 619652435. TERMS OF USE.
PRIVACY STATEMENT. ALL RIGHTS RESERVED
Questions and Answers | 100% Solved
1
Corporation - 🧠 ANSWER ✔✔A business owned by stockholders who share
in its profits but are not personally responsible for its debts. Only the
corporation itself can be held liable for corporate obligations.
Managed by board of directors, w/ day-to-day management by officers.
5 Key Fact Patterns for Corporations Questions - 🧠 ANSWER ✔✔1.
Organization of a Corporation
2. Issuance of Stock
3. Directors and Officers
4. Shareholders
5. Fundamental Corporate Changes
Corporate Formation - 🧠 ANSWER ✔✔For a de jure (statutory) corporation:
1. Need 1 or more incorporators (may be person or entity)
COPYRIGHT©PROFFKERRYMARTIN 2025/2026. YEAR PUBLISHED 2025. COMPANY REGISTRATION NUMBER: 619652435. TERMS OF USE.
PRIVACY STATEMENT. ALL RIGHTS RESERVED
,2. Articles of Incorporation
3. File notarized articles w/ SOS and pay required fees (corp existence
2
begins upon filing).
Articles of Incorporation - 🧠 ANSWER ✔✔Require:
1. Name of corp
2. Name and address of each incorporator
3. Name of registered agent, address of registered office.
4. Information re the corporate stock (# authorized, # shares/class,
describe rights of each class)
Ultra Vires Acts - 🧠 ANSWER ✔✔If articles include a narrow business
purpose, corp cannot undertake activities unrelated to that stated purpose
("ultra vires").
CL- Ultra vires acts are void and unenforceable.
MBCA - ultra vires acts are generally enforceable, but the ultra vires nature
of an act can only be raised: (1) for a s/h to sue corp to enjoin act, (2) corp
may sue an officer or director for damages for approving act, and (3) state
may bring a dissolution action for corp committing ultra vires act.
COPYRIGHT©PROFFKERRYMARTIN 2025/2026. YEAR PUBLISHED 2025. COMPANY REGISTRATION NUMBER: 619652435. TERMS OF USE.
PRIVACY STATEMENT. ALL RIGHTS RESERVED
,Organizational Meeting - 🧠 ANSWER ✔✔the first meeting, held to adopt the
bylaws and appoint directors (if not appt'd in articles) and officers
3
Benefit Corporation (B Corp) - 🧠 ANSWER ✔✔a corporate form for
businesses whose stated goals are to combine making a profit with
benefiting society and the environment
-file annual benefit report
2 Possible Shields from Defective Incorporation - 🧠 ANSWER ✔✔1. De
facto corporation
2. Corporation by estoppel
**Anyone asserting either doctrine must be unaware of the failure to form a
de jure corporation.
De Facto Corporation - 🧠 ANSWER ✔✔3 Requirements:
1. Must be a relevant incorporation statute (always met),
2. Parties made a good faith, colorable attempt to comply w/ the statute;
AND
COPYRIGHT©PROFFKERRYMARTIN 2025/2026. YEAR PUBLISHED 2025. COMPANY REGISTRATION NUMBER: 619652435. TERMS OF USE.
PRIVACY STATEMENT. ALL RIGHTS RESERVED
, 3. Exercise of corporation privileges (parties acting as though they thought
there was a corp).
4
**Must be raised by someone unaware that there was no valid
incorporation.
-If all requirements met, treated as corporation for all purposes except in an
action by the state to dissolve.
-Applies equally in K and tort
-Abolished in many states, but still raise it as a defense.
Corporation by Estoppel - 🧠 ANSWER ✔✔A defective corporation that has
conducted business with a third party as if it were a corporation, thus
preventing the third party (or corporation) from denying the corporation's
existence.
**Must be raised by someone unaware that there was no valid
incorporation.
-Applies on in K cases, not to tort victims
COPYRIGHT©PROFFKERRYMARTIN 2025/2026. YEAR PUBLISHED 2025. COMPANY REGISTRATION NUMBER: 619652435. TERMS OF USE.
PRIVACY STATEMENT. ALL RIGHTS RESERVED
