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9 Cards in this Set
- Front
- Back
Ultra Vires Act
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- 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 |
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Naming Corporation Requirements
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Must have one of the following in the the name:
- Corporation - Incorporate - Company - Limited - Any abbreviation of these words (Corp, Co, Ltd., Inc.) |
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Prohibited Names
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- Lotto or Lottery
- Cannot imply benefits war vets unless permission - No deception in name - 120 Days to reserve name |
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Purpose
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Must state a purpose.
Cannot be: - Raising cattle - Business of stockyards - Canning, packing, slaughtering meat |
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Shares in the COF
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Must set forth:
- Number of shares authorized to issue - Shares' par value - No par value, must state |
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If the corporation is to have more than 1 class of stock, the Certificate of Formation must set forth
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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. |
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Duration of Corporation
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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.
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Ultra Vires Actions
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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.
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De Jure Corporation
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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. |