Bec Module 1

Front 1

What is a joint venture?

Back 1

Association of persons or entities with the intent of engaging in a single business venture for profit.

Front 2

What is necessary to form a general partnership?

Back 2

(i) two or more persons (ii) who agree (expressly or impliedly) (iii) to carry on as co-owners of a business for profit.

Hint 2

three elements

Front 3

When is it necessary for a general partnership agreement to be in writing under the Statute of Frauds?

Back 3

When the partners want to enforce an agreement to remain partners for longer than a year.

Front 4

In a partnership, how will partners share profits and/or losses?

Back 4

Unless partners provide otherwise, profits and losses will be split equally.

Front 5

What are the rights in partnership property?

Back 5

1- Not assignable or mortgageable by partner individually.
2- Not subject to attachment by individual partner's creditors or for alimony.
3- Rights vest in surviving partners upon death.

Hint 5

there are three.

Front 6

What are the rights in partnership interest?

Back 6

a)interest is assignable
b)assignee has rights to partner's profit share
c)assignee has no management rights
d)judicial dissolution
e)creditors may attach a partner's interest (charging order)
f)upon death, heirs entitled to deceased partner's profit share.

Hint 6

There are six.

Front 7

What is the effect of a partner transfering his interest in the partnership without consent of other partners?

Back 7

The transfer does not make the assignee a partner. The transfee only has the right to receive the assignor's distributions.

Front 8

What are the rights of partners?

Back 8

1- Rights in partnership property
2- Rights in partnership interest
3- Right to indemnification and contribution
4- Right to inspect books and records
5- Right to bring legal action against partnership.

Hint 8

There are five.

Front 9

Can a limited partnership be formed with limited liability for all partners?

Back 9

No

Hint 9

You need at least one general partner who has unlimited personal liability for all partnership obligations.

Front 10

What are similarities between a limited partnership and a corporation?

Back 10

Both are created under a state statue and require filing with the state for creation.

Front 11

How are profits and losses allocated among partners?

Back 11

Unless there is an agreement between the partners, profits/losses will be allocated in proportion to the value of each partners' contributions.

Front 12

Are corporatoins governed by statute?

Back 12

Yes

Front 13

What items MUST be included in the articles of incorporation?

Back 13

1) Name of corporation
2) Names and address of the corporation's registered agent (on whom process may be served if the corp is sued)
3) The names and addresses of each of the incorporators
4) The number of shares authorized to be issued
5) One or more classes of shares must have unlimited voting rights.

Hint 13

These are the ONLY items that must be included. There are 5 items.

Front 14

What are the reasons for piercing the corporate veil (disregard of corporate intity)?

Back 14

1) Commingling personal funds with corporate funds
2) Inadequate capitalization
3) Committing frauds on existing creditors

Hint 14

Courts will hold the shareholders, officers, or directors of a de jure corporation liable because the legislative privilege of conducting business in corporate form is being abused.

Front 15

In order to make a fundamental corporate change, must there be a unanimously board approved resolution?

Back 15

NO

Hint 15

*The board must approve a resolution but there is no requirement of unanimity.

Front 16

True or False:
In order to make a fundemental corporate change, the shareholders must be given notice and an opportunity to vote on the change.

Back 16

True

Front 17

True or False:
For a fundemental corporate change, at least a majority of all outstanding shares must be cast in favor of approval of the change.

Back 17

True

Front 18

What are the types of fundamental changes?

Back 18

(D) Termination of a corporation/dissolution
(A) Amendments to the articles of incorporation
(M) Merger, consoidation, and share exchange
(S) Transfer of assets outside the regular course of business (SALE, lease or exchange)

Hint 18

DAMS

Front 19

Once a dividend is declared, is a shareholder considered an unsecured creditor?

Back 19

Yes