Understanding Formation & Liability of Corporations: Public, Private & Foreign, Quizzes of Business and Labour Law

Download Understanding Formation & Liability of Corporations: Public, Private & Foreign and more Quizzes Business and Labour Law in PDF only on Docsity! TERM 1 Public vs private corporation DEFINITION 1 public = government based, gov backing insurance that liquidity of dollar (FDI), gov is doing through corporation a public funcitonPrivate = non gov orgs- corps created by state TERM 2 Domestic vs Foreign corporation DEFINITION 2 Corporations created by states-everywhere we do business outsdie of state where incorporated = foreign TERM 3 Publicly-held v closely held DEFINITION 3 publicly held - lots of shareholdersreach 500 shareolder (SEC will treat you like publicly held)closely held- few share holders-even 20-30 considered few TERM 4 Promoter (purpose and liability) DEFINITION 4 person who takes the preliminary steps to organize a corporation - Arranges financing, files incorporation papers, etc -But also may sign leases, hire employees, etc Promoters' Contracts promoters remain liable on preincorporation contracts made in the name of the corporation unless the contract provides otherwise or unless a novation is effected. TERM 5 Corporation does not adopt preincorporation who bound? DEFINITION 5 Promoter bound to third party TERM 6 Corporation does adopt preincorporation who bound? DEFINITION 6 Corporation boundpromoter liable TERM 7 When is corporation bound to third party by promoter preincorporation contract DEFINITION 7 When Corporation, Promoter, and Third Party Enter into a Novation or Preincorporation K specifically Provides for Termination Upon Adoption TERM 8 Steps in creation DEFINITION 8 Incorporators -->Name of Organization Not confusing similar Reservation Articles of Incorporation Contents File with Department of Licensing and Regulatory Affairs (LARA) Initial Meeting -->Bylaws TERM 9 Incorporators DEFINITION 9 People who sign articles of incorporation filed in the state of incorpration w/ secretaroy fo state-perfunctory, short lived, ending w/ org meeting following incorporation TERM 10 articles of incorporation DEFINITION 10 simple document that includes name of org, number of authorized shares and street addressfiling = publicyamendment = requires board and sahreholder approval- must include ecertain mandatory provisions0may include any provision not inconsistent w/ law