Formation: Paper Self-Quiz








In its Certificate of Incorporation, a company must state the purpose of the business and the types of business it will conduct. Any act outside of this purpose, which the company undertakes is known as an ultra vires act, and is illegal. Thus, when a court charges a company’s directors with committing an ultra vires act, it means that the directors have acted:
Choice 1 by a majority
Choice 2 for a lawful purpose
Choice 3 with a quorum present
Choice 4 beyond their powers
Acme, Inc. is incorporated in California and is doing business in Nevada. In Nevada, it is properly referred to as
Choice 1 an alien corporation
Choice 2 a foreign corporation
Choice 3 a close corporation
Choice 4 a national corporation
Preferred stockholders:
Choice 1 have rights to an annual dividend but usually not voting rights
Choice 2 have rights to an annual dividend and voting rights
Choice 3 have no rights to dividends and may or may not have voting rights
Choice 4 have no rights to dividends but always have voting rights
Hazel purchases stock that pays a periodic dividend of 9% of the face value of the shares. Hazel’s stock, in all likelihood, is
Choice 1 common stock
Choice 2 preferred stock
Choice 3 bonded stock
Choice 4 dividend stock
Andy and Flora are directors of Jackson. Dick and Jane are Jackson officers. Rachel and Henry, as well as being both directors and officers, are Jackson shareholders. Jackson stock dividends are declared by:
Choice 1 the directors
Choice 2 the shareholders
Choice 3 a majority of shareholders
Choice 4 the officers
C Corp’s bylaws require that in order for the shareholders to override a bylaw created by the board of directors, a supermajority (here 75%) of the shares entitled to vote on the issue be present at the vote to form a quorum, and a supermajority (here 80%) of those shares present and entitled to vote must vote in favor of the resolution for it to pass. C Corp also has an item in its unamended Articles of Incorporation that says only a simple majority is required, as to both quorum and vote, to override the director bylaw.

If, at its annual meeting, 75,000 shares of C Corp’s total issued and outstanding 100,000 shares are at the meeting, is there a quorum present?

Choice 1 yes, because of the bylaw
Choice 2 no, because of the bylaw
Choice 3 yes, because of the certificate of incorporation
Choice 4 no, because of the certificate of incorporation
Given the previous question's facts, how many shares were necessary to create the quorum?
Choice 1 75,000 shares
Choice 2 100,000 shares
Choice 3 50,000 shares
Choice 4 50,001 shares
Assume for purposes of this question that there was no item in the articles of incorporation regarding voting in the firm in the previous two questions. If all 75,000 shares at the meeting are entitled to vote on the resolution, how many votes are required for it to pass?
Choice 1 75,000 shares
Choice 2 60,000 shares
Choice 3 75,001 shares
Choice 4 50,001 shares
Which of the following is critical to insuring that a business is properly taxed under both state and federal taxation systems?
Choice 1 A Federal Tax Identification Number
Choice 2 A Federal Employer Identification Number
Choice 3 A State Tax Identification Number
Choice 4 A Federal Tax Notice
XYX Corporation has recently completed its state filing for incorporation and has been granted a charter by the state. The filing made by XYX failed to mention a duration for the company. By default, how long is the company implied to last?
Choice 1 10 years
Choice 2 20 years
Choice 3 50 years
Choice 4 forever
NewCo. is a registered foreign business in State H. Due to a malfunction with one of its products, a NewCo customer was injured and has decided to sue the corporation. To whom should the customer send its notice of claim against the firm?
Choice 1 To NewCo's President
Choice 2 To NewCo's Attorney
Choice 3 To the Secretary of State for State H
Choice 4 To the Secretary of the Treasury for NewCo's state of incorporation
Inc. Co. has been doing business in State Y for the last five years. It now has reason to register with the state because it wants to sue a State Y resident. What will be required before Inc can sue?
Choice 1 Nothing
Choice 2 Reincorporation in State Y
Choice 3 The approval of the court in State Y
Choice 4 Filing for foreign business status and likely payment of a fine

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