Fl Corporations

Front 1

Four Characteristics that have Traditionally Distinguished Corporations:

Back 1

1) Free Transferability of ownership Shares
2) Perpetual Existence
3) Centralized Management
4) Limited Liability

Front 2

Shareholders Pay Taxes on ________.

Back 2

Dividends.

Front 3

How is an S Corporation is Taxed?

Back 3

the Corporation itself pays no tax; only the Shareholders pay

Front 4

To Qualify as An S Corporation, it must:

Back 4

1) Be Closely Held
2) Have no more than 100 individual shareholders who are Non-resident Aliens
3) Not have issued more than 1 class of stock

Front 5

The BOD Cannot Partake in Ultra Vires Acts, which are...

Back 5

Beyond the Corporation’s Authority or Limitations set out in the Articles or Bylaws

Front 6

At CL, Where a K was completely Executory, ________ could claim Ultra Vires as a Defense.

Back 6

either party

Front 7

Today, neither party can claim Ultra Vires as a Defense, except in Florida, where:

Back 7

raised by a Corporation where the other Party Knew (or should have) it Exceeded the Corporations authority.

Front 8

In Florida, Service of Process against any Domestic or Qualified Foreign Corporation may be served:

Back 8

in Accordance with the General Rules regarding service in FL.
--> Personally, by Mail, or by Publication.

Front 9

In Florida, Notice or Demand may be made to:

Back 9

1) Any Chair of the Board,
2) The Registered Agent of the Corporation,
3) The Registered Office of the corporation in FL; or
4) The Principal Office in FL

Front 10

A Corporation is Created by:

Back 10

1) Delivering a Properly Completed Set of Articles,
2) To the Secretary of State,
3) Along with the Requisite Filing.

Front 11

Articles Must Include:

Back 11

1) Name: must be Unique and Contain the word “corporation,” “company,” or “incorporated”
2) Street and Mailing Addresses
3) Number of Shares Authorized to Issue
4) Preemptive Rights Granted to the Shareholders (if Granted)
5) Address of the Initial Registered Office and Name of the Initial Registered Agent;
6) Name and Address of each Incorporator

Front 12

Articles must usually have been Filed for the existence of ________ Corporation (unless there has been "Substantial" Compliance)

Back 12

a De Jure

Front 13

A De Facto Corporation exists where there has been a:

Back 13

1) Good Faith Attempt to Comply with the Statutory Requisites; and
2) There has been some Actual Use of the Purported Corporate Existence

Front 14

Although a ________ may protect Shareholders from Personal Liability, the State may still Challenge its Existence by Means of a _______ Proceeding

Back 14

De Facto Corporation; Quo Warranto

Front 15

Under the Corporation by Estoppel Doctrine, those acting on behalf of the Corporation under the Mistaken Assumption that the Company is properly Incorporated...

Back 15

have No Personal Liability.
--> Protects Third Parties too.

Front 16

Unless the Articles provide to the contrary, the BOD has the right to _____, ____, or ____ the Bylaws Without _________, though it will be Subject to Repeal by Shareholder Action.

Back 16

Alter, Amend or Repeal; Shareholder Approval

Front 17

If Articles were filed but filed Improperly, the Corp is most likely a ______ Corporation.

Back 17

De Jure

Front 18

Where the Corp is neither De Jure, De Facto, and there is no Corp by Estoppel, there is Personal Liability only against:

Back 18

1) Actively Participated in the Management of the Enterprise (Agency or Partnership Liability), and
2) Had actual Knowledge that there was no incorporation

Front 19

To Pierce the Corporate Veil, it must be Proven that:

Back 19

1) Alter Ego: the shareholder Controlled the Corp was in
fact Nonexistent and the Shareholder was in fact the alter ego;
2) Improper Conduct: the Corporate Form must have been used Fraudulently or for an Improper Purpose; and
3) Proximate Cause: the Fraudulent or Improper Use of the Corp Caused Injury.

Front 20

Florida Courts may Pierce the Veil that was Thinly Capitalized with Inadequate Assets, but only if it can be Shown that:

Back 20

it was Inadequately Funded for the Purpose of Misleading or Defrauding Creditors.

Front 21

Under the Doctrine of "Reverse Piercing," a Creditor...

Back 21

seeks Judgment from the Personal Debtor’s Corporation.

Front 22

A Parent Corp is only Liable to a Subsidiary to the Amount of the ________, unless the Parent _______ the Subsidiary so the two are Deemed a ________.

Back 22

Parent’s Investment; Dominates; Single Entity.

Front 23

Corporations Issue Debt _______ to Creditors who Loan them Money; they typically do not have any _____ Rights.

Back 23

Securities; Voting Rights.

Front 24

What are the 3 most common Debt Securities?

Back 24

1) Debentures
2) Bonds
3) Notes

Front 25

What is a Debentures (Debt Security)?

Back 25

Unsecured Debt Instruments that are Not backed with any Collateral

Front 26

What is a Bond (Debt Security)?

Back 26

Usually backed by the Ability of the Company to Pay based on Future Earnings.
--> Sometimes they are secured with the physical assets

Front 27

What is a Note (Debt Security)?

Back 27

Short-term Debt Securities (10 years, typically) that may be Secured or Unsecured
--> Generally Not traded

Front 28

Upon Liquidation, Debt Security Holders will have Priority over ______ Holders; ______ Debt
Holders have first priority though.

Back 28

Equity Securities; Secured

Front 29

Corps may raise Capital by issuing Equity Securities, which are _____ of stock that represent _______.

Back 29

Shares; Ownership Interests.

Front 30

A Corp's Articles must Designate at least 1 class with:

Back 30

1) Unlimited Voting Rights; and
2) Are Entitled to receive the Corp’s Net Assets on Dissolution.

Front 31

If the Corp becomes Insolvent,
Common Stockholders are paid after...

Back 31

all other Creditors have been paid.

Front 32

Preferred Stock is a class of Equity Stock with Rights to Dividends or Assets preferential to _______, getting paid before they receive anything.

Back 32

Common Stock

Front 33

Preferred Stock typically Does Not Carry _______.

Back 33

Voting Rights.

Front 34

If the Articles provide, the BOD has “Blank-Check authority” regarding Preferred Shares to:

Back 34

determine the Preferences, Limitations, and the Rights of the Preferred shares, without a Shareholder Vote.

Front 35

In Florida (and most places), Shares can, but need not, have a Par Value, which is...

Back 35

an amount must be Paid for the Shares to be considered Fully Paid and Non-assessable.

Front 36

No Par Shares are:

Back 36

1) Shares whose Stated Value is Determined by BOD,
2) Based upon the Corp’s Status and Assets
3) At the time the Shares are to be Sold, and
4) The Determination must merely be made in Good Faith.

Front 37

The Capital Surplus Line on the Balance Sheet Reflects the Money Received for the Issued
Shares sold _______.

Back 37

Above Par Value.

Front 38

The Distinction between Stated and Surplus Capital is important because, the Corp. may only Declare a Dividend from _______.

Back 38

Surplus Capital.

Front 39

When a Corp. is in Immediate Need of Capital, the BOD is ordinarily permitted to sell ________ below the Stated Amount, and _______ below Fair Market Value.

Back 39

Par Value Shares; No Par Shares

Front 40

Ordinarily, Par and No Par Shares may be Issued only for ______ or the ________.

Back 40

Full Value; Money Paid.

Front 41

FL permits Shares to be Issued to Directors, Officers, or Employees in Payment for Services Rendered in
the Future if:

Back 41

there is Binding K with those Parties actually Perform the Services.
--> The Shares are Not Fully paid until the Services are Complete.

Front 42

Watered Stock is Stock that has been Designated as Fully Paid, even though...

Back 42

it was issued for Less than Par Value (or less than Market Value for No Par).

Front 43

Regarding an Attack on Watered Stock, the _________ of the Directors is _______ successful.

Back 43

Good Faith Judgment; Rarely

Front 44

The Corp may Litigate against those Holding Watered Stock for the difference between the Watered Amount and the and the Actual Value if...

Back 44

obtained by fraud or breach of a
fiduciary duty.

Front 45

Creditors may attempt to Collect from Holders of Watered Stock Under the _______ Theory, although FL generally requires the Creditor’s _______ upon the Corp’s Stated Capital.

Back 45

Misrepresentation; Actual Reliance

Front 46

Creditors may attempt to Collect from Holders of Watered Stock Under the _______ Theory, regardless of When the Obligation arose or Whether there was Reliance, although FL has Abandoned this.

Back 46

Trust Fund/Statutory Obligation Theory

Front 47

Ordinarily, only ________ of Watered Stock are liable for the Watered amount.

Back 47

Original Owners

Front 48

_______ are Distributions, either in the form of _____ or _____.

Back 48

Dividends; Cash or Property (ordinarily additional stock).

Front 49

Shareholders do Not have an Inherent Right to Receive _______ on Stock, although they may have a ________ to dividends through Articles, By-Laws, or ________.

Back 49

Dividends; Contractual Right; Shareholders’ Agreement.

Front 50

Shareholders may Not Compel the BOD to issue Dividends Unless Refusal was _______ or _______.

Back 50

In Bad Faith or Abuse of Discretion.

Front 51

Directors may not authorize Dividends if it would cause the Corporation to become Insolvent, or...

Back 51

would be Unable to Make required Payments due to Preferred Shareholders.

Front 52

Dividends can ordinarily only be Paid from a Corporation’s ______.

Back 52

Surplus.

Front 53

Generally, the Corp. may NOT revoke a Dividend after Declaration without...

Back 53

Shareholder Consent.

Front 54

Directors who Improperly issue Dividend in Bad Faith or as a Failure to Exercise Reasonable Business Judgment are...

Back 54

Jointly and Severally Liable to the Corp.’s Shareholders.

Front 55

Shareholders who are Unaware that a Dividend was Improper have ______.

Back 55

No Liability

Front 56

All Issuers Offering Securities Through Interstate Commerce, including just a phone call, must File a _______with the SEC.

Back 56

Registration Statement

Front 57

The Essential Element of the Registration Statement is the _____, which presents Facts about the _____ and the Offered Securities

Back 57

Prospectus; Issuer.

Front 58

A Security is:

Back 58

any Instrument (common stock, preferred stock) or any
Instrument that has the same Essential Investment Characteristics.

Front 59

Certain Securities are Exempted the Offering Registration Process, including:

Back 59

1) Commercial Paper,
2) Government Securities, and
3) Securities Issued by Not-for-Profit Organizations
4) Non-Public Offerings
5) Intrastate Offerings; and
6) Offerings made to "Accredited Investors" (rich and smart)

Front 60

Florida Law Registration has its own Securities Laws, known as _______.

Back 60

Blue Sky Laws.

Front 61

Under Florida's Blue Sky Laws, if the FL Securities
Administrator thinks that the offering is _______ to Investors, FL can ______ the offer, even if it was Approved under Federal aw.

Back 61

Unfair: Prevent

Front 62

FL has _______ list of Registration Exemptions than under Federal law.

Back 62

Broader

Front 63

Shares Repurchased by the Corp may either be ______ , in which case they Cannot
be Reissued, or held as _______, in which they may be Resold.

Back 63

Cancelled; Treasury Stock

Front 64

The SOF is ________ to a K for the Sale/Purchase of a Security.

Back 64

Inapplicable

Front 65

What are the 2 ways a Creditor May Take a Security Interest?

Back 65

1) Actual Seizure of the Security Certificate or,
2) Legal Process

Front 66

Under the UCC, all Restrictions on the Transfer of Securities must be ________ on the Security Certificate. If Un-certificated, the restriction will be ________ unless the Registered Owner was ______.

Back 66

Noted Conspicuously; Ineffective; Notified.

Front 67

In FL, the Right of First Refusal or Approval (a Contractual Veto) are valid, provided that...

Back 67

The Certificates have Conspicuous Notation of this.

Front 68

Prior to a Corp. Formation, Promoters Owe a Fiduciary Obligation of _______ to the Corporation and May Not Engage in ______ to the _______ of the Corp.

Back 68

Full Disclosure; Self-Dealing; Detriment

Front 69

A Corp. is NOT Liable for K's by Promoters Prior to Incorporation, Unless the Corp Expressly or Impliedly...

Back 69

Ratifies the K AFTER formation.

Front 70

The Case Where the Promoter is More Likely to be Liable is where the Promoter:

Back 70

1) Seeks Goods or Services from a Third Party,
2) Signs the Corporate Name, and
3) The Goods and Services are
Delivered before the Corp. is Formed.

Front 71

Absent a ______, the Promoter is typically held Personally Liable for Pre-Incorporation
K's he enters into on Behalf of the Corp.

Back 71

Contrary Intent

Front 72

Where the Promoter Specifically __________, the other Party will NOT be able to successfully Maintain an Action against him.

Back 72

Disclaims Personal Liability

Front 73

If a Promoter enters into a Pre-Incorproration K, if the K Benefited the Corp, Promoter may Recover under _______.

Back 73

Quasi-Contract

Front 74

A Promoter Owes a Fiduciary Duty of _______ , _______, ______, and _________ to the Corp.

Back 74

Loyalty; Good Faith; Fair Dealing; Full Disclosure

Front 75

A Promoter may Not Profit from a Sale Unless:

Back 75

he Fully and Fairly Discloses it to an Independent BOD.

Front 76

Stock Subscription Agreements are K that Promise...

Back 76

to Purchase a Specific Number of Shares at a set Amount after the Corp. is Formed

Front 77

In FL, Stock Subscription Agreements must _________ and ______ to be Enforceable.

Back 77

Be in Writing and Signed

Front 78

In FL, a Subscription Agreement Entered into before Incorporation is Irrevocable for ________ unless the Agreement ________.

Back 78

6 months; Provides Otherwise.

Front 79

A Party who Breaches the Subscription Agreement
is Liable ______ for ______ they incur as a Consequence.

Back 79

to the other Subscribers; any Liability

Front 80

If a Party Defaults under a Subscription Agreement, the Corp May Either:

Back 80

1) Collect the amount Owed, or
2) Rescind the Agreement and Sell the Shares, if the Debt
is Unpaid more than 20 days after Written Demand Notice

Front 81

If a Subscription Agreement is Rescinded and Re-Sold, the Defaulting Subscriber is Entitled to:

Back 81

the Excess of the Sale Proceeds Over the amount Due on the the Agreement.

Front 82

Under FL Law, A Subscriber who attempts to Avoid a Subscription Agreement can assert ______ as a Defense to an action by Creditors that Relied on the Agreement.

Back 82

Material Breach

Front 83

Management of a Corp’s affairs is Vested exclusively with the BOD, except for Fundamental Changes, such as:

Back 83

1) Sale of All or Substantially All of the Corp's assets,
2) Mergers,
3) Liquidations,
4) Amendments to Articles or Bylaws

Front 84

In Florida, a Closely Held Corp. has ____ or fewer shareholders at the time of the _________.

Back 84

100; Shareholder Agreement.

Front 85

Close Corp's may ______ or ______ the Discretion/Powers of the BOD.

Back 85

Eliminate or Restrict

Front 86

In FL, Corp. Directors must be:

Back 86

1) A Natural person,
2) Over 18.

Front 87

If the Articles Require/Permit Director Removal only for Cause, a director can be removed by the Shareholders for:

Back 87

1) Dishonesty,
2) Gross Incompetence, or
3) Breach of Duty of Loyalty.
--> He must get Notice and Reasons for Removal

Front 88

Usually, BOD receive No Compensation unless:

Back 88

1) Articles or Bylaws provide otherwise, or
2) They render Extraordinary Services (beyond their Ordinary/Usual Duties)

Front 89

In Florida, ______ of the BOD Constitutes a Quorum.

Back 89

Majority

Front 90

Corp. Officers may be Dismissed ______ , by the ________.

Back 90

Without Cause; BOD.

Front 91

A Corp. Officer May also Have Implied Authority when:

Back 91

the Transactions are Reasonably Related to the Duties for which they are Responsible.

Front 92

Although Contributions to the Election Campaigns of ______ is Illegal, FL specifically Allows Expenditures for _______ or ________ as long as Reasonably Viewed as Beneficial to the Corp.

Back 92

Federal Candidates; Propositions or Referendum

Front 93

Reasonable Charitable Donations are upheld as long as there is...

Back 93

a Plausible Argument for Long-term Benefit to the Corp.

Front 94

Directors/Officers must Act:

Back 94

1) in Good Faith,
2) With the same Degree of Care and Skill as an ordinarily Prudent and Diligent person, and
3) In a manner Reasonably believed to be in the Best Interests of the Corp.

Front 95

Under the Sarbanes-Oxley Act Principle Execs/Financial Officers must Certify that:

Back 95

1) They have Reviewed the Corp’s Financial reports
2) The reports do not contain any Untrue Statements or Material Omissions
3) the Financial Statements accurately portray the corp’s financial condition; and
4) They are Responsible for Implementing and Evaluating the Internal Controls and have done so within the last 90 days; and they have listed any: (A) any Deficiencies in Controls; and (B) any Fraud involving
Employees; and C) any Significant Changes in Corporate Controls

Front 96

Under the Reasonable Inquiry Rule, Corp’s management must make a Reasonable Effort to:

Back 96

apprise themselves of the Facts Necessary to make a
Proper Decision.

Front 97

Under the BJR, Directors/Officers are Shielded from Personal Liability and Judicial Review if they:

Back 97

1) Are Disinterested
2) Act with Reasonable Diligence, and
3) In Good Faith.

Front 98

Directors/Officers are Not Protected under the BJR when they:

Back 98

1) Are Fraudulent, Illegal, or Motivated by Personal Interest,
2) Lack a Rational Business Purpose, or
3) Grossly Negligent and Un-informed.

Front 99

Under the Corporate Opportunity Doctrine, Officers/Directors may Not Exploit Information they gained through their position for Personal Gain, unless:

Back 99

1) The Corp. Declines to Pursue (after full disclosure), or
2) The Corp. would Clearly be Unable to Exploit the Opportunity.

Front 100

Several factors considered in FL under the Corporate Opportunity Doctrine (even though Director still must disclose):

Back 100

1) The Opportunity presented to a Director Falls within the Corp’s Line of Business,
2) Fairness to the Corp. is always a Defense
3) Courts will consider whether the Corp had a Present Interest or Tangible Expectancy Opportunity

Front 101

If a Director/Officer has a Direct Financial Interest in a K or Transaction, he is ordinarily obliged to ___________.

Back 101

Fully Disclose.

Front 102

Transactions by Directors or Officers that are the Subject of Conflicts are NOT Void/voidable, if Fully disclosed to the BOD and:

Back 102

1) Approved by Majority of Disinterested Directors;
2) Approved by Majority of Disinterested Shareholders, or
3) Court determines it to be Fair.

Front 103

What is an Interlocking Directorships?

Back 103

Where a Directors of 2 different Corps that are Transacting Business
--> Ordinarily must Disclose.

Front 104

Under FL Law, a Director is Immune from Liability regarding a Conflict unless:

Back 104

1) He fails to make the required disclosures; or
2) A Court determines that the Director Intentionally or Recklessly Misled them on the Nature or Degree of her Interest, or
3) Majority of the disinterested BOD or Shareholders finds same.

Front 105

If a Director/Officer takes a Corporate Opportunity, a court may establish a ___________.

Back 105

Constructive Trust to Hold the Profits.

Front 106

Although usually within the Business Discretion of the BOD, Failure to Distribute Dividends Personal Reasons violates ___________ owed to Shareholders.

Back 106

the Fiduciary Duty of Good Faith

Front 107

A Director who Votes to a Distribution of Dividends made in violation of Florida law or the Articles is...

Back 107

Personally Liable to the Corp. for the Excessive amount
--> But is entitled to Contribution from other Directors or Bad-faith Shareholders

Front 108

When Executive Compensation is Approved by Disinterested Directors, it is subject only to ________.

Back 108

the Business Judgment Rule.

Front 109

If an Employee or Director is Compensated for Past Services, FL takes the view that the Corporation really is ________, because the Employees will be _______.

Back 109

Obtaining a Present Benefit; Inspired by Loyalty

Front 110

Directors/Officers who Dissented or Failed to participate in the Negligent Corp. action are _______,
unless they....

Back 110

Not Liable; should have done more to Prevent.

Front 111

Corp Directors/Officers will Not be held Personally Responsible for Conduct that was __________ by the corporation’s
_________.

Back 111

Unanimously Ratified; Shareholders

Front 112

Florida Immunizes Directors/Officers from Monetary Damages to the Corp. for any Statement, Vote, Decision, or Failure to Act, regarding Management or Policy, unless:

Back 112

1) The Director Breached a Duty, and
2) The Breach was: A) a Knowing Violation of the Criminal law, or B) Director Derived an Improper Benefit, or C) Recklessness or Bad faith; or D) Wanton and Willful Disregard of Human Rights, Safety or Property

Front 113

A _________ can usually be called by the BOD or Shareholders with a prescribed proportion of Stock.

Back 113

Special Interim Meeting

Front 114

Notice of a Corp. the Annual meeting only needs to include the __________, and needs to be provided between _________ prior.

Back 114

date, time, and place; 10-60 days prior.

Front 115

A Shareholder Action will be Valid only if a _______ existed at meeting.

Back 115

Quorum

Front 116

In Florida, once a Quorum is met, if people leave the meeting...

Back 116

any Action is still Valid.

Front 117

Cumulative Voting allows Shareholders to Multiply the number of ________ by the total number of __________.

Back 117

their Shares; Directors
to be Chosen.

Front 118

A Shareholder who has granted Proxy may Revoke it by:

Back 118

1) Notifying the Proxy
2) Giving the Proxy to Another
3) Personally Voting

Front 119

If a Voting Agreement (Pooling Agreement) has been made, it can be Enforced through a _________.

Back 119

Decree of Specific Performance.

Front 120

Under the FBCA, a Shareholder has no ________, which is the Right to Purchase Newly Authorized Shares.

Back 120

Preemptive Rights

Front 121

Even if Not Authorized, Courts may Permit “Quasi” Preemptive Rights if the Majority is seeking to:

Back 121

1) Dilute the interest of Shareholders; or
2) Take Unfair Advantage of Minority

Front 122

Reasonable Restrictions on the Free Transferability of Shares include:

Back 122

1) Giving the corp a Right of First Refusal
2) Compelling sale of Shares for a predetermined amount upon Death/Termination
3) Prohibiting Sales Types of People (such as Competitors)

Front 123

Unreasonable Restrictions on the Transferability of Shares include:

Back 123

1) Requiring a Sale or Transfer to be Approved by a Majority or BOD 2) Prohibiting Sale to Specific Racial or Ethnic groups

Front 124

If a one Wrongfully Transfers Stock to a BFP, the Corp. can obtain ______ from the Seller, and ____ from the BFP.

Back 124

Damages; Not

Front 125

An Interested Shareholder is one that owns more than _____ of the Outstanding _______.

Back 125

10%; Voting Shares

Front 126

Affiliated Transactions are transactions between the Corp. and an __________.

Back 126

Interested Shareholder

Front 127

Improper Purposes for Shareholder Inspection of Corporate Books include:

Back 127

1) Giving it to a business competitor;
2) Promoting personal, social,
or political interests

Front 128

A _______ is a suit brought by a Shareholder on behalf of the Corp.

Back 128

Derivative Action.

Front 129

When is a Derivative Action Appropriate?

Back 129

Where the Harm was done Primarily to the Corp. rather than to the Individual Shareholder.

Front 130

Florida Corp's may Indemnify Successful Directors/Officers for ________ and ______incurred.

Back 130

Attorneys’ Fees; Litigation Expenses

Front 131

The Majority of a Corp. have a Fiduciary Duty not to...

Back 131

take undue advantage of or oppress the minority.
--> Stricter in Close Corporations.

Front 132

A ______ occurs when Controlling Shareholders wish to Eliminate the Minority.

Back 132

Freeze-out

Front 133

Where a Corp Sells All (or Substantially All) of its Assets ____________, the transaction must be Approved by BOD and a Majority of Voting Shareholders.

Back 133

Not in the Ordinary Course of Business

Front 134

One who Buys a Corp. is Not Ordinarily to the Corp’s Creditors, except:

Back 134

1) the purchaser failed to comply with law
2) It was a Fraudulent Conveyance (less than Fair Market Value or with the Intent to Defraud).
3) The Buyer Assumed the Corp’s Liabilities.

Front 135

When a Corp. Terminates its Corp. Business, it ______; when it ceases to Exist as a Legal Entity, it _______.

Back 135

Liquidates; Dissolves

Front 136

What are the Steps for a Voluntary Dissolution?

Back 136

1) Proposal for Dissolution by the BOD to shareholders.
2) The proposal for Dissolution must be Approved by a Majority of the Votes (unless otherwise provided in the Articles)
3) After Dissolution is Authorized, the Corporation must File Articles of Dissolution with the Secretary of State.
4) Corp. may Revoke its Dissolution within 120 Days

Front 137

Usually, a corporation first Dissolves and then _______.

Back 137

Liquidates.

Front 138

In FL, the BOD may Remove an Officer _________. Also, any Officer, if appointed by Another Officer, may be Removed ________.

Back 138

at any time (without cause); by that officer.

Front 139

In FL, a Plan of Merger must include:

Back 139

1) Jurisdiction of formation, Organization, or Incorporation of each entity planning to Merge. 2) The Name of each Business Entity planning to Merge,
3) The name of the Surviving or Resulting Entity

Front 140

Florida may initiate an Administrative Dissolution of a Corp. when:

Back 140

1) Its Duration as stated in its Articles, has Expired;
2) It failed to file its Annual Report;
3) Failing to Pay the Annual Reporting Fee; or
4) It does not have a Registered Agent in FL for at least 30 days; or
5) It does not notify the Department of State within 30 days that its Registered Agent or Office has been Changed

Front 141

Transfer of Non-certificated Shares must be _______ prepared by the Corporation.

Back 141

in Writing

Front 142

In FL, Proxies must be ______.

Back 142

In Writing

Front 143

In FL, a Corp. may not Revoke a Declared Dividend unless:

Back 143

1) It would prevent the Corp. from Paying other debts as they become due, or
2) Shareholders Consent

Front 144

Most Corps, as C Corporations, are Taxed _______, as entities separate and apart from their shareholders.

Back 144

Doubly

Front 145

One is considered a Tipper if his Purpose in Transmitting the Info was...

Back 145

to receive, Directly or Indirectly, a Personal Benefit.

Front 146

Generally, a Foreign Corp. (non-Florida), may not Transact Business in FL without _____________, which does not apply to Selling through _________.

Back 146

obtaining a Certificate of Authority; Independent Contractors

Front 147

Characteristics of a Settlement or Dismissal of a Derivative Action:

Back 147

1) Must bee Approved by the court,
2) Notice of the Proposed Settlement must be given to affected Shareholders
3) PL gets reimbursement for Reasonable Attorneys' fees and Litigation expenses, and
4) Recovery is Remitted to the Corp.

Front 148

In a Limited Liability Company, Control is vested Proportional to...

Back 148

each Member's Interest in the Profits.