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Like the partners in a partnership, the shareholders in a corporation cannot change without affecting the continued existence of the firm.

A) True
B) False

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Individual state laws should be relied on to determine corporate law because, despite the existence and use of model corporation acts, there is considerable variation among the states.

A) True
B) False

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To pierce the corporate veil means to reveal the identity of its true owner.

A) True
B) False

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The first step in the incorporation of a business firm is to


A) identify the appropriate market and adopt a business plan.
B) select the state of incorporation.
C) secure promises of financial support from potential investors.
D) hold the first organizational meeting.

E) C) and D)
F) All of the above

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Local Moving Service holds itself out to customers as being a corporation but makes no attempt to incorporate. In this circumstance, the outfit is most likely


A) a corporation by estoppel.
B) a de facto corporation.
C) a de jure corporation.
D) ultra vires.

E) A) and B)
F) A) and C)

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Oil Industries Inc. is a private, for-profit corporation that is owned by five shareholders who are members of the same family. Po, the majority shareholder, misappropriates company funds. The shareholders whose interests are injured by Po's misconduct should


A) have their shares appraised and be paid the fair market value for them.
B) promote the transferability of the company's shares to outside persons.
C) reorganize the firm into a sole proprietorship or partnership.
D) hold a special shareholders' meeting to elect new directors.

E) None of the above
F) A) and D)

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An S corporation avoids taxes at


A) none of the choices.
B) the market level.
C) the corporate level.
D) the shareholder level.

E) C) and D)
F) All of the above

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Russ owns Statewide Freight Company. He uses the firm's funds to pay his personal expenses, creates Trucking Inc. to engage in the same business, transfers the assets to Trucking, and petitions Statewide into bankruptcy. This most likely warrants


A) a bonus to Russ for effectively eliminating the firm's debts.
B) a discharge for Statewide in bankruptcy.
C) a pierce of the corporate veil.
D) the application of the doctrine of corporation by estoppel.

E) A) and B)
F) All of the above

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Robotics Inc. is a corporation. Its express powers can be found in


A) all of the choices.
B) its articles of incorporation.
C) the law of the state of incorporation.
D) the state and federal constitutions.

E) B) and D)
F) B) and C)

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A close corporation need not meet all of the specific requirements set forth in state statutes for corporations because it is essentially a sole proprietorship.

A) True
B) False

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Don sets up Empty Vessel Inc. (EVI) , but fails to provide the firm with sufficient capital. Don formed EVI not to make a profit but to assume debts that he does not wish to pay. This most likely warrants


A) tricking Don into disclosing EVI's true purpose to Don's creditors.
B) recognizing EVI as a de facto corporation.
C) piercing EVI's corporate veil.
D) requiring Don to commingle his personal funds and EVI's funds.

E) C) and D)
F) B) and C)

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C

A court will pierce the corporate veil of a corporation when the corporate privilege is abused for personal benefit.

A) True
B) False

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True

A benefit corporation is designed to make a profit and thereby provide long-term shareholder benefit.

A) True
B) False

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Stocks, or equity securities, represent the purchase of ownership in the business firm.

A) True
B) False

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Because state corporate laws differ, persons wishing to incorporate may look for the state that offers the most advantageous tax or other provisions.

A) True
B) False

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True

A shareholder in a professional corporation generally cannot be held liable for malpractice by other professionals at the firm.

A) True
B) False

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Most likely to appear in the articles of incorporation are the names of the company's initial


A) officers and employees.
B) shareholders and creditors.
C) market and competitors.
D) registered office and agent.

E) A) and B)
F) B) and C)

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PrimarySource.com Corporation is a new online, textbook, and school supply business. How can PrimarySource.com obtain capital to finance its operations?

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Generally, to obtain capital, a corporat...

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All of a certain corporation's small number of shareholders agree that the firm can operate without directors, bylaws, shareholder meetings, stock certificates, and formal records of shareholders' decisions. This firm is most likely


A) a close corporation.
B) a corporation by estoppel.
C) a de facto corporation.
D) a de jure corporation.

E) A) and C)
F) B) and D)

Correct Answer

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A corporation's authority to act and its liability for those actions is, with respect to the firm's owners,


A) proportional.
B) one and the same.
C) joint and several.
D) separate and apart.

E) All of the above
F) C) and D)

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