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21 Cards in this Set
- Front
- Back
- 3rd side (hint)
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Required Information in Articles of Incorporation
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RINS
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Registered Office/Agent; Incorporation, Name (with corp designation, tradename with DOL), Stock Information
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Optional Information in AOI
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Anything, but BICE
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Breach of Fiduciary Duty, Intentional Wrongdoing, Criminal Act, Excess Distributions
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Conflict of Interest / Fiduciary Duties
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CUT
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Competing; Usurping Opportunity; Trade Secret. Must be approved by maj of SH after full disclosure or maj of NI directors
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When Personal Liability Can't Be Shielded
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KIP
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Knowing violation of law, including unlawful dividend distribution; Intentional Misconduct; or Personal benefit to which they aren’t personally entitled
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Piercing Corporate Veil
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FAL
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Fraud, Alter Ego, Loan Subordination. CREATES PERSONAL LIABILITY FOR SHAREHOLDERS
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Shareholder Suit for Judicial Dissolution
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FOWD
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Fraud, Oppression, Waste of Assets, Deadlock
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LLC Opening
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LLC has elements in common with both corporations and partnerships, but is neither. Members of an LLC have limited liability like the shareholders of a corporation and pass through taxation like the partners in a partnership.
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LLC Governing Law
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Washington Limited Liability Company Act, common law of agency, contracts, torts. Can K otherwise in agreement to avoid default rules.
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Business Judgment Rule
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D/O not liable for any act/failure if acted reasonable, prudent in best interests of the entity (whether ordinarly prudent business person could've reasonably reached the same conclusion under the same circumstances. Honest errors excused. Gorss negl/recklessness not.
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If no proper filing
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treated as general partnership with J&S liability
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LLC Management
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Presumed member-managed but can form manager-manged. Certificate gives 3P constructive notice.
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Liability of Members
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Limited to extent of their contribution, unless they PIK-GD
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person use of benefits, intentional misconduct, knowing violation of law, gross negl, distributions leaving LLC insolvent
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LLC Death
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Dissolved - Windup. Liquidate assets, pay creditors, make provision for potential creditors. Assets distributed.
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Governing Law Corp
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The Washington Business Corporations Act governs allowing any lawful act: the Act's default provisions control unless modified by the Articles of Incorporation or bylaws.
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Nature of Corporation
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entity that is separate & distinct from shareholders, perpetual life under authority of Sh-elected D/o
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Incorporator
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Fiduciary (good faith, loyalty, fair dealing)
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Article Amendments
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Minor matters w/o shareholder actions, 2/3 vote required for significant changes
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D&O Auth
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No agency auth. Only board can act for corp. Duty of loyalty, fid duty, in good faith, care of ordinarily prudent in best interests of corp
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SH Meetings
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Normal, 10-60. Fundamental 20-60.
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Dissenter Rights
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2/3 needed for FC. Give written notice of dissent, intent to pursue appraisal rights. Get FV of shares & accrued dividend
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Formation
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Filing. Organization meeting & report. Contributions (board value conclusive)
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