Like a statutory close corporation, a limited liability company: a) follows the same state laws that C corporations follow. () b) files articles of incorporation outlining operational and organizational levels. ) c) can have no more than 50 shareholders. ) d) is not required to elect a board of directors or hold annual stockholders' meetings.
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- Each of the incorporators of stock corporation must own or be a subscriber of at least one (1) share of the capital stock of the corporation. TRUE FALSE The corporate powers of a corporation shall be exercised by the stockholders. TRUE FALSE The President of the corporation may or may not be a director. TRUE FALSE The Treasurer of a corporation must be a member of the Board of Directors. TRUE FALSE A majority of the members of the Board of Directors as fixed in the Articles of Incorporation shall constitute a quorum, and every decision of at least a majority of the directors present at the meeting shall be valid as a corporate act. TRUE FALSE Directors can attend and vote by proxy at board meetings. TRUE FALSE Persons convicted by final judgment of an offense punishable by imprisonment for more than 6 years, or a violation of the corporation code, committed within 5 years prior to the date of their election or appointment are not qualified as directors or officers of any…Which of the following will disqualify a corporation from electing Subchapter S status? All shareholders are U.S. citizens except for 10% who are resident aliens. The election form is signed by 80% of the shareholders. The corporation has one class of stock. The corporation has 80 shareholderHow is forming an LLC similar to forming a corporation? ) a) As with corporations, there are no documents to file. () b) Similar to a corporation, all owners of an LLC have unlimited liability. () c) LLC owners are also called stockholders, just like in a corporation. ( d) Organizers of most LICs draft an operating agreement, which is similar to the bylaws of a corporation
- A C corporation can be described as: (a) A business that is separate and distinct from its owners, allowing the owners to conduct business while limiting their personal liability. (b) A business association defined by federal statute. (c) A legal entity that has more than one shareholder. (d) A type of corporation where owners have limited liability, and income, expenses, and deductions flow through to the shareholders and are taxed only at the shareholder level.Direction: Write T if the statement is correct and F if the statement is incorrect. On the space provided, explain using the concepts discussed why your answer to a statement is T or F. 1. A corporation can be formed by mere agreement among shareholders. 2. Shareholders are not liable to corporate obligations in excess of their contribution. 3. Authority of the corporation to operate has to be granted by the state. 4. Death of a shareholder will dissolve the corporation. 5. Shares cannot be transferred without the consent of the other shareholders. 6. All incorporators are subscribers but a subscriber need not be an incorporator. 7. The ultimate control of the corporation rests with the board of directors. 8. Shareholders can transact business on behalf of the corporation. 9. All incorporators are shareholders but not all shareholders are incorporators. 10. In a corporation, minority shareholders are compliant to the wishes of the majority.1. The following are the attributes of a corporation, except * A. It is an artificial being. B. It is created as a product of the agreement of the incorporators. C.It can enjoy perpetual existence. D. It is functions within the limits granted to it by law. 2. The following corporations are governed by the Revised Corporation Code, except: * A. Stock corporation B. Close corporation C. Public corporation D. Government-owned and controlled corporations 3. In applying the doctrine of piercing the veil of corporate fiction, the following factors may be considered, except: * A. The identity of controlling stockholders in two corporations B. The identity of those who compose the governing body of the subject corporations C.The identity of the stockholders3 D. The internal control system referring to the manner of keeping corporate books and records
- In its filings with the State of Ohio, Soft Serve Ice Cream, Inc. states as its corporate purpose, “the distribution and sale of ice cream and other dairy products.” Seeing an opportunity to increase revenues, the chief executive approves the use of corporate funds to of Soft Serve to open a gaming venue called SS Gaming. This would be a case of: a. An ultra vires act b. Piercing the corporate veil c. Establishing a de facto corporation d. An alter ego of the corporationWhich of the following statements is incorrect? New term for the corporation in the revised corporation code will now be considered perpetual The holders of ordinary and preference shares elect the corporation's board of directors The corporation cannot issue shares more than its authorized number of shares The trust fund doctrine provides that subscriptions to the capital stock of a corporation constitute a fund to which creditors have a right to look for the satisfaction of their claimsWhich of the following is not a power held by a corporation's shareholders? removal of corporate officers approval of changes in the structure of the corporation veto of the sale of substantial corporate assets election of the corporation's board of directors
- The Corporation Code sanctions a contract between two or more corporations which have interlocking directors, provided there is no fraud that attends it and it is fair and reasonable under the circumstances. The interest of an interlocking director in one corporation may be either substantial or nominal. It is nominal if his interest: a. does not exceed 25% of the outstanding capital stock. b. exceeds 25% of the outstanding capital stock. c. exceeds 20% of the outstanding capital stock. d. does not exceed 20% of the outstanding capital stock.A corporation cannot start its operation if the Securities and Exchange Commission (SEC) does not issue the corporation’s certificate of incorporation. What principle is applied in this scenario a. None of the above b. Separate and distinct personality of the corporation c. Corporation is created by operation of law d. Corporation has a right of successionCapricorn, Inc., is planning to “go public” by offering its common stock, which previously had been owned by only three shareholders. The company intends to limit the number of purchasers to twenty-five persons residing in the State of its incorporation. All of Capricorn’s business and all of its assets are located in its State of incorporation. Based upon these facts, what exemptions from registration, if any, are available to Capricorn, and what conditions would each of these available exemptions impose upon the terms of the offer?