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9 Cards in this Set

  • Front
  • Back
Ultra Vires Act
- Beyond scope of COF
- Shareholder can get injunction
- Responsible managers liable personally
- 3rd party can get paid for what they've already done
- No recovery anticipated profits
Naming Corporation Requirements
Must have one of the following in the the name:
- Corporation
- Incorporate
- Company
- Limited
- Any abbreviation of these words (Corp, Co, Ltd., Inc.)
Prohibited Names
- Lotto or Lottery
- Cannot imply benefits war vets unless permission
- No deception in name
- 120 Days to reserve name
Purpose
Must state a purpose.
Cannot be:
- Raising cattle
- Business of stockyards
- Canning, packing, slaughtering meat
Shares in the COF
Must set forth:
- Number of shares authorized to issue
- Shares' par value
- No par value, must state
If the corporation is to have more than 1 class of stock, the Certificate of Formation must set forth
A. Each class and series designation – (i.e. Series A preferred – Series B preferred).
B. The aggregate number of authorized shares for each class.
C. The par value for each class or series.
D. The rights, preferences, and privileges for each class of stock.
Duration of Corporation
By default, the corporation’s existence is perpetual. If corporation wants to form for a specific period of time, that time must be stated in the Certificate of Formation.
Ultra Vires Actions
Ultra Vires Actions – Latin meaning “beyond the scope” – Corporations can state an express purpose for which the corporation is formed. If a corporation engages in activities beyond this scope they are deemed to be ultra vires acts.
De Jure Corporation
COF accepted by the secretary of state creates a

Because it is not clear whether Texas follows these doctrines, when discussing them, start with “assuming the doctrine has not been abolished”, and discuss the descriptions, below.