NYLE- Bus. Questions with verified answers
Any corporate action taken by vote of shareholders generally requires majority of
the votes casts at the shareholders' meeting with what exceptions? Ans✓✓✓-1)
approval of amendment of cert of incorp and authorization of shareholders'
petition of judicial dissolution 2) approval of merger or consolidation, approval of
any sale, lease, exchange, or other disposition of all or substantially all of the
assets of the corporation, if not made in the usual or regular course of business
actually conducted by the corporation, and authorization of a non-judicial
dissolution
how are directors elected if there is no controlling provision in the by-laws or cert
of incorp? Ans✓✓✓-they are voted in by the plurality of the votes case at a
shareholder's meeting
how are officers elected? Ans✓✓✓-they are elected by the board, but if the cert
of incorp says so, the shareholders may also elect them instead of the board
how do you form a PC? Ans✓✓✓-file a cert of incorp with Sec of State containing
detailed info, including profession or professions to be practiced and a list o the
individuals who are to be its shareholders, directors, and officers, all of whom
must be licensed in the profession.
cert of authority issued by the licensing authority must accompany the filing.
PC must file triennially a statement confirming, among other info, name and
address of each shareholder and certify their licenses
, how do you form a PLLC? Ans✓✓✓-filing art of org with Sec of State containing
certain info, proper publication of a copy of its art of org or a notice containing its
substance, and the adoption of an operating agreement. certificates of authority
issued by licensing authority must accompany formation docs. every PLLC is
required to file biennially a statement confirming address for service
how does a shareholder exercise their appraisal rights? Ans✓✓✓-prior to the
vote being taken on the propose corporate action, the shareholder must file a
written objection to the action, including a demand for payment of the fair value
of the shareholder's share if the corporate action is taken
How is a loan approved for a director? Ans✓✓✓-For corps formed after Feb 22,
1998 and corps formed before but that allow loans to be made to directors in the
certificate of incorp, loans may be made to directors and the corporation may
guarantee director obligations if the board determines that the specific loans or
guarantee benefits the corp and either approves the specific transaction or has
approved a general plan authorizing loans and guarantees.
For other corps, the specific transaction must be approved by shareholder vote in
which a majority of the shares entitled to vote constitutes quorum, but shares of
directors who are benefitted by transaction may not vote or be include in quorum
how is a partnership formed? Ans✓✓✓-participation in profits is prima facie
evidence of a partnership. When there is no written partnership agreement,
existence of a partnership is determined by conduct, intention, and relationship
btw the parties. Factors to be considered in determining existence of a
partnership is the sharing of profits, sharing of losses, ownership of partnership
assets, joint management and control, joint liability creditors, and intent of the
parties
Any corporate action taken by vote of shareholders generally requires majority of
the votes casts at the shareholders' meeting with what exceptions? Ans✓✓✓-1)
approval of amendment of cert of incorp and authorization of shareholders'
petition of judicial dissolution 2) approval of merger or consolidation, approval of
any sale, lease, exchange, or other disposition of all or substantially all of the
assets of the corporation, if not made in the usual or regular course of business
actually conducted by the corporation, and authorization of a non-judicial
dissolution
how are directors elected if there is no controlling provision in the by-laws or cert
of incorp? Ans✓✓✓-they are voted in by the plurality of the votes case at a
shareholder's meeting
how are officers elected? Ans✓✓✓-they are elected by the board, but if the cert
of incorp says so, the shareholders may also elect them instead of the board
how do you form a PC? Ans✓✓✓-file a cert of incorp with Sec of State containing
detailed info, including profession or professions to be practiced and a list o the
individuals who are to be its shareholders, directors, and officers, all of whom
must be licensed in the profession.
cert of authority issued by the licensing authority must accompany the filing.
PC must file triennially a statement confirming, among other info, name and
address of each shareholder and certify their licenses
, how do you form a PLLC? Ans✓✓✓-filing art of org with Sec of State containing
certain info, proper publication of a copy of its art of org or a notice containing its
substance, and the adoption of an operating agreement. certificates of authority
issued by licensing authority must accompany formation docs. every PLLC is
required to file biennially a statement confirming address for service
how does a shareholder exercise their appraisal rights? Ans✓✓✓-prior to the
vote being taken on the propose corporate action, the shareholder must file a
written objection to the action, including a demand for payment of the fair value
of the shareholder's share if the corporate action is taken
How is a loan approved for a director? Ans✓✓✓-For corps formed after Feb 22,
1998 and corps formed before but that allow loans to be made to directors in the
certificate of incorp, loans may be made to directors and the corporation may
guarantee director obligations if the board determines that the specific loans or
guarantee benefits the corp and either approves the specific transaction or has
approved a general plan authorizing loans and guarantees.
For other corps, the specific transaction must be approved by shareholder vote in
which a majority of the shares entitled to vote constitutes quorum, but shares of
directors who are benefitted by transaction may not vote or be include in quorum
how is a partnership formed? Ans✓✓✓-participation in profits is prima facie
evidence of a partnership. When there is no written partnership agreement,
existence of a partnership is determined by conduct, intention, and relationship
btw the parties. Factors to be considered in determining existence of a
partnership is the sharing of profits, sharing of losses, ownership of partnership
assets, joint management and control, joint liability creditors, and intent of the
parties
