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Corporations have achieved dominance in which of the following ways?


A) This form of organization accounts for 85 percent of the gross revenues of all business entities.
B) Over 50 percent of all U.S. businesses are organized in the corporate form.
C) Over 75 percent of American adults own stock directly or indirectly.
D) All of these.

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A corporation is considered a citizen:


A) of the state in which it has its principal office, for the purpose of determining diversity of citizenship.
B) of the state of its incorporation, for the purpose of determining diversity of citizenship.
C) in both of these situations.
D) in neither of these situations.

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The Revised Act authorizes shareholders in closely held corporations to adopt shareholder agreements that depart from statutory norms by altering the governance of the corporation. These agreements:


A) are effective if adopted by a majority of the shareholders.
B) are valid for the life of the corporation unless a new agreement is reached.
C) are binding on shareholders, the state, creditors, and other third parties.
D) terminate automatically if the corporation's shares are traded publicly.

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The possible consequences of a defective incorporation include which of the following?


A) The state may bring an action against the association for involuntary dissolution.
B) A third party may assert that it is not liable to the association.
C) The associates are held personally liable to a third party.
D) All of these.
E) None of these.

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The Model Business Corporation Act is a state statute that, like the UCC, has been adopted by all of the states in the United States to make state incorporation statutes uniform throughout the United States.

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Subchapter S is a section of the Model Business Corporation Act that provides special benefits for small corporations.

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A corporation is a domestic corporation in the state in which it is incorporated.

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Under the RMBCA, a newly formed corporation need not hold an organizational meeting.

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Under the Statutory Close Corporation Supplement to the MBCA, a close corporation must have bylaws on file with the office of the secretary of state or some other public office.

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Which of the following is the basic governing document of a corporation?


A) A subscription.
B) A charter, after filing.
C) The set of bylaws.
D) A certificate of authority.

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B

Which of the following is untrue regarding closely held corporations?


A) Most corporations in the U.S. are closely held.
B) Shareholders frequently restrict the transfer of shares to prevent "outsiders" from obtaining the stock.
C) Shareholders usually have little voice in the management and control of the business.
D) Some states have enacted special legislation to accommodate the needs of closely held corporations.

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Most incorporation statutes have adopted an intermediate position regarding the revocability of preincorporation subscriptions, making them irrevocable for a stated period without regard to whether they are supported by consideration.

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Under Subchapter S of the Internal Revenue Code, a corporation's income is taxed only at the shareholder level.

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What are the principal attributes of a corporation?

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(a) It is a legal entity. (b) It owes its existence to a state, which also regulates it. (c) It provides limited liability to its shareholders. (d) Its shares of stock are freely transferable. (e) Its existence may be perpetual. (f) Its management is centralized. (g) In some cases, it is considered a person; and (h) In some cases, it is considered a citizen.

The City of Chicago would best be described as which of the following?


A) A corporation formed pursuant to the Model Business Corporation Act.
B) A close corporation.
C) A public corporation.
D) A domestic corporation.

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Name the classifications of corporations.

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Corporations may be classified as public or private, profit or nonprofit, domestic or foreign, publicly held or closely held, subchapter S, and professional.

The case of Harris v. Looney dealt with the issue of:


A) a de facto corporation.
B) defective incorporation.
C) personal liability for a debt by a person purporting to act as or on behalf of a corporation, knowing no corporation existed.
D) the effect of an ultra vires act.

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Carroll, Daniels, and Elmore organized their veterinary practice as a professional corporation. This organization of professionals will be treated as a partnership for liability purposes.

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Which of the following is NOT a characteristic of the corporate form of doing business?


A) Limited liability.
B) Perpetual existence.
C) Informal organization.
D) Transferability of corporate shares.

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Bylaws are rules governing a corporation's internal management.

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