Corporations-Bar Exam

1) people
2) paper
3) Act

Execute articles and deliver them to the secretary of state. They can be a person or another entity

The artices are a K between the corporation and SHs and also a K between a corp and the stat.
Information: Names and address (corporate name MUST include, "Inc." "Corp." "Co." or "Ltd."), name and address of each incorporator, name and address of each initial director, name of registered angent and address of the registered office; purpose "to engage in a lawful activity, after first obtaining necessary state agency approval" or a specific purpose is fine too; capital structure--authorized stock; number of shares per class; information on voting rights and preferences of each class.

An ultra vires activity is an activity that goes beyond the scope of the specific business purpose stated in the articles of incorporation. At common law, any UV K wcould be voided beyond the company's capacity. Today, UV contracts are valid; SHs can seek an injunction; responsible managers are laible to corporration for UV activities.

Maximum number of shares the corp can sell

Number of share the corporation actually sells

Shares that have been issued and not reacquired

If Sect. of State's office accepts the articles for filing, that is conclusive proof of a valid formation (even if there are errors in the title). At that point, we have de jure corproation. Then, the BoD holds the organization meeting, where it selects officers and adopts any bylawas and conducts other approritate business.

Intenra affairs of a corp (e.g., roles and duties of directors, officers, and SHs) are governed by the law of the state in which the corporation is formed, regardless of where the corp is actually cocated.

A corp is a separate legal person, it can be sued, hold property, be a partner in a partnership, etc. It is taxed on it sprofits; in addition SHs are taxed on distributions. So there's "double taxation." An S form corporation (opposed to a C form) is a corporationi that does not have to pay income tax at a corporate level. S FORM REQUIREMENTS: No more than 100 SHs, all of whom are human and US citizens. One class of stock, not publicly traded.

The corporation itself. Ds and SHs have limited liability.

1) There is a relevant incorporation statute (yes, every state has this)
2) The parties made a good faith, colorable attempt to comply with it. (like, articles are lost in the mail when sent to Sec. of State) AND
3) Some exercise of corporate privileges (acting like wwe have a corporation).

They will be personally liable for what the business does. ALWAYS SAY: Doctrine abolised in many states

One who treats a business as a corporation may be estopped from denying that it is a corporation. Applies ONLY in K cases. ALWAYS SAY: this doctrine is abolished in many states.

Bylaws are not required but are usually created for internal governance. They are not filed w/ the state. The Board at the organizational meeting adopts the initial bylaws. They can be amended or repealed by shareholders and in many states by the board. Articles control if there is a conflict.