FL BAR EXAM -BUSINESS ENTITIES |ACTUAL
QUESTIONS AND VERIFIED ANSWERS|BRAND NEW
2026-2027 UPDATE|GRADED A+
Question 1
Richards Accounting Corp. is a Florida corporation that hired Sylvestro to be its registered
agent. After Richards Accounting defaulted on its monthly payments for six months in a
row, Sylvestro terminated his services as Richards Accounting's registered agent. Two
months later, Sylvestro sued Richards Accounting for the unpaid fees. In its answer to the
complaint, Richards Accounting admitted that the fees were due and unpaid, and
furthermore alleged that the corporation was insolvent. Sylvestro now requests that the
court order the dissolution of the corporation.
What may the court do?
(A) Not order the dissolution, because Sylvestro needs to file his request for dissolution with
the Department of State, not a court.
CORRECT ANSWER
(D) Order the dissolution, because Richards Accounting admitted that it was insolvent.
Question 2
Raymond was the president of an electronics corporation that manufactured televisions
and radios. Raymond decided to purchase the patent for a new technology that would
allow consumers to watch their home televisions over the Internet from any location that
had Internet access. The technology was a flop, and the company lost millions of dollars.
May the board of directors fire Raymond?
(A) No, because there is no indication that he violated the business judgment rule.
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, (B) No, because the president may only be removed by a vote of the shareholders.
(C) Yes, because Raymond's action was outside of his power as president.
(D) Yes, because the board of directors may dismiss corporate officers for any reason.
CORRECT ANSWER
D.
Question 3
The plaintiff was a holder in due course of a note made by the defendant to the order of a
payee. The note, however, used the payee's birth name instead of her current married
name. Before transferring the note to the plaintiff, the payee altered the note obviously by
writing her married name after her birth name.
Can the plaintiff demand payment from the defendant?
(A) Yes, because a holder in due course may enforce a fraudulently altered instrument to its
original tenor.
(B) Yes, because the alteration was not fraudulent.
(C) No, because the instrument had been obviously altered.
(D) No, because the obvious alteration constituted notice of a defense against the
instrument, and, thus, the plaintiff cannot be a holder in due course.
CORRECT ANSWER
(B) Yes, because the alteration was not fraudulent.
Question 4
In general, majority or controlling shareholders of a corporation owe a fiduciary duty to
minority shareholders, which requires that they refrain from exercising their position in a
manner that takes undue advantage of or oppresses the minority shareholders.
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QUESTIONS AND VERIFIED ANSWERS|BRAND NEW
2026-2027 UPDATE|GRADED A+
Question 1
Richards Accounting Corp. is a Florida corporation that hired Sylvestro to be its registered
agent. After Richards Accounting defaulted on its monthly payments for six months in a
row, Sylvestro terminated his services as Richards Accounting's registered agent. Two
months later, Sylvestro sued Richards Accounting for the unpaid fees. In its answer to the
complaint, Richards Accounting admitted that the fees were due and unpaid, and
furthermore alleged that the corporation was insolvent. Sylvestro now requests that the
court order the dissolution of the corporation.
What may the court do?
(A) Not order the dissolution, because Sylvestro needs to file his request for dissolution with
the Department of State, not a court.
CORRECT ANSWER
(D) Order the dissolution, because Richards Accounting admitted that it was insolvent.
Question 2
Raymond was the president of an electronics corporation that manufactured televisions
and radios. Raymond decided to purchase the patent for a new technology that would
allow consumers to watch their home televisions over the Internet from any location that
had Internet access. The technology was a flop, and the company lost millions of dollars.
May the board of directors fire Raymond?
(A) No, because there is no indication that he violated the business judgment rule.
1
, (B) No, because the president may only be removed by a vote of the shareholders.
(C) Yes, because Raymond's action was outside of his power as president.
(D) Yes, because the board of directors may dismiss corporate officers for any reason.
CORRECT ANSWER
D.
Question 3
The plaintiff was a holder in due course of a note made by the defendant to the order of a
payee. The note, however, used the payee's birth name instead of her current married
name. Before transferring the note to the plaintiff, the payee altered the note obviously by
writing her married name after her birth name.
Can the plaintiff demand payment from the defendant?
(A) Yes, because a holder in due course may enforce a fraudulently altered instrument to its
original tenor.
(B) Yes, because the alteration was not fraudulent.
(C) No, because the instrument had been obviously altered.
(D) No, because the obvious alteration constituted notice of a defense against the
instrument, and, thus, the plaintiff cannot be a holder in due course.
CORRECT ANSWER
(B) Yes, because the alteration was not fraudulent.
Question 4
In general, majority or controlling shareholders of a corporation owe a fiduciary duty to
minority shareholders, which requires that they refrain from exercising their position in a
manner that takes undue advantage of or oppresses the minority shareholders.
2
