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Yellowbox, a DVD rental company, would like to change its corporate status to that of an S corporation to avoid in?come taxes at the corporate level. To qualify, Yellowbox must


A) be located in the United States.
B) have more than one hundred shareholders.
C) be a non-profit corporation.
D) have more than one class of stock.

E) A) and B)
F) A) and C)

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A corporation whose shares are held by relatively few persons is a close corporation.

A) True
B) False

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George is the founder of Excellent Exotics Corporation. Wilson is a shareholder and director and Bill is an officer. The daily business operations of Excellent Exotics are overseen by


A) Bill.
B) Wilson.
C) George.
D) George and Wilson.

E) A) and B)
F) None of the above

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Bay City Merchants Corporation has six shareholders, four of whom are members of the same family. All of Bay City's shareholders agree in writing to operate without shareholders' meetings. Under the Revised Model Business Corporation Act, this most likely warrants


A) no penalties or sanctions.
B) the imposition of a fine on Bay City.
C) the imprisonment of Bay City's shareholders.
D) the piercing of Bay City's corporate veil.

E) C) and D)
F) A) and B)

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A corporation has an implied power to extend credit to those with whom it has a legal or contractual relationship.

A) True
B) False

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Qiara is a holder of preferred stock in Rio Grande Irrigation & Development, Inc. Qiara has priority over holders of Rio common stock as to


A) nothing.
B) payments of dividends.
C) the date on which Rio must repurchase the shares.
D) upward changes in the market price of the shares.

E) None of the above
F) C) and D)

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The articles of Equestrian Stables Inc. list an incorrect address for its incorporator. Under this circumstance, Equestrian Stables is most likely


A) a corporation by estoppel.
B) a de facto corporation.
C) a de jure corporation.
D) ultra vires.

E) A) and C)
F) C) and D)

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A state constitution may resolve a conflict among documents involving a corporation.

A) True
B) False

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Breads & Brews, Inc., files its articles of incorporation with the appropriate government agency. Least likely to appear in the articles is the name of


A) each of the corporation's incorporators.
B) each of the corporation's shareholders.
C) the corporation.
D) the corporation's initial registered agent.

E) B) and D)
F) A) and C)

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Selecting the state in which to incorporate is an important step in the incorporation procedure.

A) True
B) False

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A court will pierce the corporate veil of a corporation that is formed to evade an existing legal obligation.

A) True
B) False

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O.K. Oil holds itself out to others as being a corporation but makes no attempt to incorporate. In this circumstance, O.K. is most likely


A) a corporation by estoppel.
B) a de facto corporation.
C) a de jure corporation.
D) ultra vires.

E) B) and C)
F) A) and D)

Correct Answer

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Lyla is a common shareholder in Norman's Nutty Nuts Corporation. As a common shareholder, Lyla is


A) guaranteed regular payments of dividends.
B) not guaranteed any payments of dividends.
C) not given any voting rights.
D) liable for all of Norman's Nutty Nuts's debts.

E) B) and D)
F) A) and B)

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A business that holds itself out as being a corporation may not be able to deny corporate status, even if it makes no attempt to incorporate.

A) True
B) False

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A publicly held corporation is any corporation whose shares are publicly traded in a securities market.

A) True
B) False

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Perfect Tone Phones, Inc. is a corporation. Perfect Tone's implied powers enable it to


A) amend the articles of incorporation.
B) bring a derivative suit.
C) declare dividends.
D) borrow funds, extend credit, and make charitable contributions.

E) A) and C)
F) None of the above

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Urban Commerce, Inc., issues bonds, which are also known as


A) cumulative investments.
B) fixed-income securities.
C) equity securities.
D) preferred stock.

E) All of the above
F) B) and D)

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In the absence of express constitutional, statutory, or other provisions, the corporation has no implied powers.

A) True
B) False

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Olinka is a registered agent for Pads, Pods & Phones, Inc., which incorporated in California. As a registered agent, Olinka


A) agreed to buy stock in Pads, Pods & Phones before it existed.
B) applied to California on behalf of Pads, Pods & Phones to obtain its corporate charter.
C) represents Pads, Pods & Phones as a marketing agent.
D) receives legal documents on behalf of Pads, Pods & Phones.

E) None of the above
F) B) and C)

Correct Answer

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Boutique Corporation would like to change its corporate status to that of an S corporation to avoid in?come taxes at the corporate level. To qualify, the shareholders must not be


A) corporations.
B) estates.
C) individuals.
D) partnerships.

E) B) and C)
F) A) and D)

Correct Answer

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