BLAW 210 GRIFFEATH WSU ACTUAL EXAM QUESTIONS
WITH SOLUTIONS GRADED A+ 2025/2026
✔✔limited partnership - ✔✔the main advantage of the limited partnership is that certain
non-managing partners can be designated as limited partners who have no liability for
partnership debts beyond their initial investment. must have atleast one general partner
and one limited partner
✔✔shareholders - ✔✔owners of a corporation
✔✔directors - ✔✔The Board of Directors is elected by the shareholders
✔✔Business Judgement Rule - ✔✔Personal liability will not result from bad decisions
when the Directors are acting in good faith under what is known as the business
judgement rule
✔✔officers - ✔✔The officers manage the day-to-day business of the corporation
✔✔close corporation - ✔✔A small corporation that has met specified requirements and
has selected to be a close corporation under state law. As such, the corporation may
dispense with many corporate formalities and operate WO a BoD, bylaws, and keeping
minutes of meetings
✔✔Limited Liability Company (LLC) - ✔✔a more recent invention in the US. they were
designed to combine the benefits of general partnerships and corporations including the
ability of the owners to manage the business. limited liability for owners, and by
permitting the owners to be treated like individuals for tax purposes, thus avoiding
double taxation problem of corporations
✔✔liability - ✔✔at one end of the spectrum are sole proprietorships and general
partners who have unlimited liability, meaning their personal assets are subject to the
debts of the business. a limited partner in a limited partnership, members of an LLC,
and shareholders of a corporation risk only their initial investment
✔✔Piercing the Corporate Veil - ✔✔The action of a court to disregard the corporate
entity and hold the shareholders personally liable for corporate debts and obligations.
✔✔joint venture - ✔✔a partnership for a limited time and purpose
✔✔cooperative - ✔✔usually incorporated to provide an economic service to its
members such as for purchasing in bulk, many times nonprofit corporations
✔✔syndicate - ✔✔a group of investors who pool their money to finance a specific
project, usually real estate projects like a shopping center
, ✔✔corporation codes - ✔✔State statutes that regulate the formation, operation, and
dissolution of corporations
✔✔Revised Model Business Corporation Act (RMBCA) - ✔✔A 1984 revision of the
MBCA that arranges the provisions of the act more logically, revises the language to be
more consistent, and makes substantial changes in the provisions
✔✔corporation - ✔✔a fictitious legal entity that is created according to statutory
requirements
✔✔limited liability of shareholders - ✔✔A general rule of corporate law that provides that
generally shareholders are liable only to the extent of their capital contributions for the
debts and obligations of their corporation and are not personally liable for the debts and
obligations of the corporation
✔✔publicly held corporation - ✔✔A corporation that may have thousands of
stockholders and whose stock is traded on a national securities market.
✔✔closely held corporation - ✔✔a type of corporation that issues stock to only a few
people, who are often family members
✔✔domestic corporation - ✔✔a corporation in the state in which it is incorporated
✔✔foreign corporation - ✔✔a corporation in any state or jurisdiction other than the one
in which it was formed
✔✔promoter - ✔✔A person or persons who organize and start a corporation, negotiate
and enter into contracts in advance of its formation, find the initial investors to finance
the corporation, and so forth.
✔✔promoters' contracts - ✔✔a collective term for items such as leases, sales contracts,
contracts to purchase property, and employment contracts entered into by promoters on
behalf of the proposed corporation prior to its actual incorporation
✔✔Articles of Corporation - ✔✔the basic governing documents of a corporation, which
must be filed with the secretary of state of the state of incorporation
✔✔registered agent - ✔✔A person or corporation that is empowered to accept service
of process on behalf of a corporation
✔✔bylaws - ✔✔A detailed set of rules adopted by the board of directors after a
corporation is incorporated that contains provisions for managing the business and the
affairs of the corporation
WITH SOLUTIONS GRADED A+ 2025/2026
✔✔limited partnership - ✔✔the main advantage of the limited partnership is that certain
non-managing partners can be designated as limited partners who have no liability for
partnership debts beyond their initial investment. must have atleast one general partner
and one limited partner
✔✔shareholders - ✔✔owners of a corporation
✔✔directors - ✔✔The Board of Directors is elected by the shareholders
✔✔Business Judgement Rule - ✔✔Personal liability will not result from bad decisions
when the Directors are acting in good faith under what is known as the business
judgement rule
✔✔officers - ✔✔The officers manage the day-to-day business of the corporation
✔✔close corporation - ✔✔A small corporation that has met specified requirements and
has selected to be a close corporation under state law. As such, the corporation may
dispense with many corporate formalities and operate WO a BoD, bylaws, and keeping
minutes of meetings
✔✔Limited Liability Company (LLC) - ✔✔a more recent invention in the US. they were
designed to combine the benefits of general partnerships and corporations including the
ability of the owners to manage the business. limited liability for owners, and by
permitting the owners to be treated like individuals for tax purposes, thus avoiding
double taxation problem of corporations
✔✔liability - ✔✔at one end of the spectrum are sole proprietorships and general
partners who have unlimited liability, meaning their personal assets are subject to the
debts of the business. a limited partner in a limited partnership, members of an LLC,
and shareholders of a corporation risk only their initial investment
✔✔Piercing the Corporate Veil - ✔✔The action of a court to disregard the corporate
entity and hold the shareholders personally liable for corporate debts and obligations.
✔✔joint venture - ✔✔a partnership for a limited time and purpose
✔✔cooperative - ✔✔usually incorporated to provide an economic service to its
members such as for purchasing in bulk, many times nonprofit corporations
✔✔syndicate - ✔✔a group of investors who pool their money to finance a specific
project, usually real estate projects like a shopping center
, ✔✔corporation codes - ✔✔State statutes that regulate the formation, operation, and
dissolution of corporations
✔✔Revised Model Business Corporation Act (RMBCA) - ✔✔A 1984 revision of the
MBCA that arranges the provisions of the act more logically, revises the language to be
more consistent, and makes substantial changes in the provisions
✔✔corporation - ✔✔a fictitious legal entity that is created according to statutory
requirements
✔✔limited liability of shareholders - ✔✔A general rule of corporate law that provides that
generally shareholders are liable only to the extent of their capital contributions for the
debts and obligations of their corporation and are not personally liable for the debts and
obligations of the corporation
✔✔publicly held corporation - ✔✔A corporation that may have thousands of
stockholders and whose stock is traded on a national securities market.
✔✔closely held corporation - ✔✔a type of corporation that issues stock to only a few
people, who are often family members
✔✔domestic corporation - ✔✔a corporation in the state in which it is incorporated
✔✔foreign corporation - ✔✔a corporation in any state or jurisdiction other than the one
in which it was formed
✔✔promoter - ✔✔A person or persons who organize and start a corporation, negotiate
and enter into contracts in advance of its formation, find the initial investors to finance
the corporation, and so forth.
✔✔promoters' contracts - ✔✔a collective term for items such as leases, sales contracts,
contracts to purchase property, and employment contracts entered into by promoters on
behalf of the proposed corporation prior to its actual incorporation
✔✔Articles of Corporation - ✔✔the basic governing documents of a corporation, which
must be filed with the secretary of state of the state of incorporation
✔✔registered agent - ✔✔A person or corporation that is empowered to accept service
of process on behalf of a corporation
✔✔bylaws - ✔✔A detailed set of rules adopted by the board of directors after a
corporation is incorporated that contains provisions for managing the business and the
affairs of the corporation
