NYLE--Business Relationships UPDATED
Exam Questions and CORRECT Answers
certificate of incorporation w the Sec of State containing certain detailed info (including the
corporate name, the corporate purpose, the county where the office is to be located, specific info
about the shares authorized to be issued, the duration of the corporation if other than perpetual,
designation of the Secretary ofState as agent for service of process, and, if desired, designation of
a registered agent) - CORRECT ANSWER - Corporations: Formation & Nature
Formation of a corporation under the Business Corporation Law (BCL) requires the filing of a
_______________________________.
biennially (every other year) - CORRECT ANSWER - Corporations: Formation & Nature
Every corporation must file ________ a statement confirming, among other information, the
address of its principal office and address for service of process (BCL 408).
corporation, incorporated or limited (or an abbreviation of one of such words) - CORRECT
ANSWER - Corporations: Formation & Nature
The NAME of a business corporation generally must contain the word __________________
(BCL 301 [a] [1]).
NOT permitted - CORRECT ANSWER - Corporations: Formation & Nature
Some phrases and many words are ____________ in corporate names or are permitted only with
the consent of a particular state agency. For example, "insurance" may not be used without the
approval of the superintendent of financial services and "school" may not be used without the
approval of the commissioner of education, which approval must be attached to the certificate of
incorporation.
incorporator(s) at an organizational meeting; maj vote of SHs or, if provided in the COI or a BL
adopted by the SHs (including any by-law adopted by the incorporators), by requisite vote of the
Board (BCL 601). - CORRECT ANSWER - Corporations: By-Laws
The initial by-laws are adopted by the _______________. The by-laws may contain any
provisions relating to the business of the corporation, the conduct of its affairs, and its rights and
powers and those of its shareholders.
,Adoption, amendment or repeal of by-laws requires a
____________________________________________.
TRUE - CORRECT ANSWER - TRUE OR FALSE: any by-law adopted by the
incorporators is considered to be a by-law adopted by the shareholders.
Feb 22 1998 or formed after that date. - CORRECT ANSWER - The Business Corporation
Law (BCL) was substantially revised effective February 22, 1998, and now includes some
provisions which are different for corporations depending on whether they were in existence on
___________________.
one vote for every share; maj of the votes cast at a meeting of SHs by the holders of shares
entitled to vote thereon - CORRECT ANSWER - Corporations: Voting
Every shareholder is entitled to _____________ standing in his or her name on the record of
shareholders, unless otherwise provided in the certificate of incorporation (BCL612 [a]).
Any corporate action, other than the election of directors taken by a vote of the shareholders,
generally requires a _________________________, unless otherwise provided by statute, the
certificate of incorporation or a by-law adopted by the shareholders (BCL 614 [b]).
majority of ALL outstanding shares entitled to vote thereon. - CORRECT ANSWER -
Corporations: Statutory Exceptions to Voting
Approval of an amendment to the certificate of incorporation and authorization of a shareholders'
petition for judicial dissolution require the vote of a __________________________.
amendment to the certificate of incorporation and authorization of a SHs' petition for judicial
dissolution - CORRECT ANSWER - Corporations: Statutory Exceptions to Voting Rule
Approval of which 2 matters requires the vote of a majority of ALL outstanding shares entitled to
vote thereon?
a maj of the votes of ALL outstanding shares entitled to vote thereon. - CORRECT
ANSWER - Corporations: Statutory Exceptions to Voting Rule
For corporations incorporated AFTER February 22, 1998 (or whose certificates of incorporation
expressly so provide), the approval of a 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 the business actually conducted by the corporation), and
authorization of a non-judicial dissolution require ______________________________.
2/3rds of the votes of all outstanding shares entitled to vote thereon - CORRECT
ANSWER - Corporations: Statutory Exceptions to Voting Rule
For corporations in existence ON or before February 22, 1998, the approval of a 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 the business actually
conducted by the corporation), and authorization of a non-judicial dissolution require
______________________________.
NOT constitute a vote cast - CORRECT ANSWER - Corporations: Voting
Except as otherwise provided in the certificate of incorporation or a by-law adopted by the
shareholders, an abstention shall ______________________ (BCL 614 [b]).
ANY action by SHs may be taken w/o a meeting on written consent, setting forth the action so
taken, signed by the holders of ALL outstanding shares entitled to vote thereon; signed by the
holders of outstanding shares having not less than the min number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted - CORRECT ANSWER - Corporations: SH Action Without a
Meeting
In lieu of voting at a meeting, _______________________________________ OR, if the COI so
permits, ______________________________________.
50% or more of the outstanding voting shares - CORRECT ANSWER - Corporations:
Dissolution Based on Deadlock
The holders of ______________________ of a corporation may seek dissolution of the
corporation on the grounds that:
(1) the directors are so divided respecting the management of the corporation's affairs that the
votes required for board action cannot be obtained; OR
(2) the shareholders are so divided that the votes required for the election of directors cannot be
obtained; OR
Exam Questions and CORRECT Answers
certificate of incorporation w the Sec of State containing certain detailed info (including the
corporate name, the corporate purpose, the county where the office is to be located, specific info
about the shares authorized to be issued, the duration of the corporation if other than perpetual,
designation of the Secretary ofState as agent for service of process, and, if desired, designation of
a registered agent) - CORRECT ANSWER - Corporations: Formation & Nature
Formation of a corporation under the Business Corporation Law (BCL) requires the filing of a
_______________________________.
biennially (every other year) - CORRECT ANSWER - Corporations: Formation & Nature
Every corporation must file ________ a statement confirming, among other information, the
address of its principal office and address for service of process (BCL 408).
corporation, incorporated or limited (or an abbreviation of one of such words) - CORRECT
ANSWER - Corporations: Formation & Nature
The NAME of a business corporation generally must contain the word __________________
(BCL 301 [a] [1]).
NOT permitted - CORRECT ANSWER - Corporations: Formation & Nature
Some phrases and many words are ____________ in corporate names or are permitted only with
the consent of a particular state agency. For example, "insurance" may not be used without the
approval of the superintendent of financial services and "school" may not be used without the
approval of the commissioner of education, which approval must be attached to the certificate of
incorporation.
incorporator(s) at an organizational meeting; maj vote of SHs or, if provided in the COI or a BL
adopted by the SHs (including any by-law adopted by the incorporators), by requisite vote of the
Board (BCL 601). - CORRECT ANSWER - Corporations: By-Laws
The initial by-laws are adopted by the _______________. The by-laws may contain any
provisions relating to the business of the corporation, the conduct of its affairs, and its rights and
powers and those of its shareholders.
,Adoption, amendment or repeal of by-laws requires a
____________________________________________.
TRUE - CORRECT ANSWER - TRUE OR FALSE: any by-law adopted by the
incorporators is considered to be a by-law adopted by the shareholders.
Feb 22 1998 or formed after that date. - CORRECT ANSWER - The Business Corporation
Law (BCL) was substantially revised effective February 22, 1998, and now includes some
provisions which are different for corporations depending on whether they were in existence on
___________________.
one vote for every share; maj of the votes cast at a meeting of SHs by the holders of shares
entitled to vote thereon - CORRECT ANSWER - Corporations: Voting
Every shareholder is entitled to _____________ standing in his or her name on the record of
shareholders, unless otherwise provided in the certificate of incorporation (BCL612 [a]).
Any corporate action, other than the election of directors taken by a vote of the shareholders,
generally requires a _________________________, unless otherwise provided by statute, the
certificate of incorporation or a by-law adopted by the shareholders (BCL 614 [b]).
majority of ALL outstanding shares entitled to vote thereon. - CORRECT ANSWER -
Corporations: Statutory Exceptions to Voting
Approval of an amendment to the certificate of incorporation and authorization of a shareholders'
petition for judicial dissolution require the vote of a __________________________.
amendment to the certificate of incorporation and authorization of a SHs' petition for judicial
dissolution - CORRECT ANSWER - Corporations: Statutory Exceptions to Voting Rule
Approval of which 2 matters requires the vote of a majority of ALL outstanding shares entitled to
vote thereon?
a maj of the votes of ALL outstanding shares entitled to vote thereon. - CORRECT
ANSWER - Corporations: Statutory Exceptions to Voting Rule
For corporations incorporated AFTER February 22, 1998 (or whose certificates of incorporation
expressly so provide), the approval of a 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 the business actually conducted by the corporation), and
authorization of a non-judicial dissolution require ______________________________.
2/3rds of the votes of all outstanding shares entitled to vote thereon - CORRECT
ANSWER - Corporations: Statutory Exceptions to Voting Rule
For corporations in existence ON or before February 22, 1998, the approval of a 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 the business actually
conducted by the corporation), and authorization of a non-judicial dissolution require
______________________________.
NOT constitute a vote cast - CORRECT ANSWER - Corporations: Voting
Except as otherwise provided in the certificate of incorporation or a by-law adopted by the
shareholders, an abstention shall ______________________ (BCL 614 [b]).
ANY action by SHs may be taken w/o a meeting on written consent, setting forth the action so
taken, signed by the holders of ALL outstanding shares entitled to vote thereon; signed by the
holders of outstanding shares having not less than the min number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted - CORRECT ANSWER - Corporations: SH Action Without a
Meeting
In lieu of voting at a meeting, _______________________________________ OR, if the COI so
permits, ______________________________________.
50% or more of the outstanding voting shares - CORRECT ANSWER - Corporations:
Dissolution Based on Deadlock
The holders of ______________________ of a corporation may seek dissolution of the
corporation on the grounds that:
(1) the directors are so divided respecting the management of the corporation's affairs that the
votes required for board action cannot be obtained; OR
(2) the shareholders are so divided that the votes required for the election of directors cannot be
obtained; OR
