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8 Cards in this Set
- Front
- Back
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Formation of a Corporations |
Reqiures 1) Incorporators 2) Articles of Incorporation 3) File articles with IN secretary of state. Corporate existence beings when articles are filed |
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Legal Significance of a corporation |
Corporations are creatures of statute governed by the law of the state of incorporation. In Indiana, the Business Corporation Law govers. |
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Corporation |
A corporation is separate legal entity. It can sue, be sued and hold property. Generally, Officers and directors are not personally liable for debts or torts of the corporation |
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Corporation |
Generally, Sh are not personally liable for debts or torts of the corporation. This is the principle of "limited liability" SH are generally liable to the extent of their investment in the corporation |
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De Facto Corporation |
unaware of lack of formation of de jure corporation status. *generally to shield share holders |
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IBCL |
all persons purporting to act as as a corporation knowing that no corporation exists are jointly and severally liable for all resulting liabilities |
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Corporation by Estoppel |
cannot escape contractual duties by saying lack of formation |
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Pre incorporation K's |
A corporation is not liable on preincorp contracts until it accepts the K by adoption or ratification. changed by novation |
