EXAM QUESTIONS AND ANSWERS
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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) - ✔✔Corporations: Formation &
Nature
Formation of a corporation under the Business Corporation Law (BCL)
requires the filing of a _______________________________.
biennially (every other year) - ✔✔Corporations: Formation & Nature
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,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) - ✔✔Corporations: Formation & Nature
The NAME of a business corporation generally must contain the word
__________________ (BCL 301 [a] [1]).
NOT permitted - ✔✔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
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,adopted by the incorporators), by requisite vote of the Board (BCL 601). -
✔✔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 - ✔✔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. - ✔✔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 - ✔✔Corporations: Voting
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, 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. -
✔✔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 - ✔✔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?
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