The Law of Corporations and Other Business Organizations 6th Edition

PART II Appendices APPENDIX A Special Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

APPENDIX G Articles of Organization ARTICLES OF ORGANIZATION OF CUTTING EDGE COMPUTER REPAIR, LLC Limited Liability Company Act _____ State of [Home State] ARTICLE ONE NAME OF COMPANY The name of the Company is Cutting Edge Computer Repair, LLC. ARTICLE TWO DESIGNATED OFFICE The address of the initial designated office of the Company is: 1753 Oakland Drive Pine City, [Home State] 33221 ARTICLE THREE AGENT FOR

21 APPENDIX L Articles of Merger and Plan of Merger ARTICLES OF MERGER BETWEEN CUTTING EDGE COMPUTER REPAIR, INC. AND KOHLERS COMPUTERS, INC. Pursuant to the provisions of [cite state statute], the undersigned corporations have adopted the following articles of merger for the purpose of combining the undersigned corporations effective as of the day of ,20 : The Plan of

2 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 1 Agency Concepts and Definitions

71 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 10 The Corporate Financial Structure

76 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 11 Public Corporations and Securities Regulations

86 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 12 Mergers, Acquisitions, and Other Changes

92 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 13 Foreign Corporation Qualification THEME

98 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 14 Corporate Dissolution THEME Chapter

104 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 15 Employee Benefits and Employment Agreements

7 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 2 Sole Proprietorships THEME Chapter

12 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 3 General Partnerships THEME Chapter

22 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 4 Limited Partnerships THEME Chapter

32 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 5 Limited Liability Partnerships and Limited

38 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 6 Limited Liability Companies THEME

48 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 7 Corporations THEME Alternative forms

55 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 8 Incorporation THEME Chapter 8

63 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use. CHAPTER 9 The Corporate Organization THEME

The Sarbanes-Oxley Act of 2002 does not pro- vide for A. creation of the Public Company Account- ing Oversight Board. B. limited liability for the board of directors. C. certification of the corporation's 10-K and10-Q by the chief executive officer and chief financial officer. D. enhanced criminal penalties for violation of securities regulations. Answer:

A(n)---is adissolution that is initiat-ed by creditors of an insolvent corporation, instead of by the board of directors. A. creditors' dissolution B. voluntary dissolution C. administrative dissolution D. involuntary dissolution Answer: D Answer: D Answer: D A corporation can be a partner in a partnership. Answer: T Answer: T Answer: T As of late 2011, A. several states had adopted statutes approv- ing

Under the Revised Uniform Limited Partnership Act, the---- does not necessarily cause the dissolution of the limited partnership. A. withdrawal of a limited partner B. expiration of the time period specified in the limited partnership certificate C. withdrawal of the only general partner D. entry of a decree of judicial dissolution Answer: A Answer: A Answer:

In states that follow the Model Business Corporation Act, the foreign corporation is notrequired to when applying for authority to transact business in that state. A. file an application for a certificate of au- thority with the secretary of state or other appropriate state authority B. designate a registered agent and

Upon incorporation, the corporation becomes liable for any preincorporation agreements en- tered into by its promoters. Answer: F Answer: F Answer: F The limited partnership is generally taxed as a separate entity. Answer: F Answer: F Answer: F In recent years, the number of shares traded via NASDAQ has surpassed

Most limited liability companies are not subject to federal securities regulation. Answer: T Answer: T Answer: T Much of modern corporate law has been derived from the decisions of the courts of Delaware. Answer: T Answer: T Answer: T All corporations contemplating a merger must file notice with the Federal Trade

The board of directors may notappoint a com- mittee to A. Over see the compensation of the corpora-tion's officer sand directors B. supervise the audit of the corporation's financial statements. C. oversee any litigation the business may be involved in. D. authorize dividends or distributions to the shareholders of the corporation. Answer: D Answer:

Limited partnerships are created under, and governed by, state statutes. Answer: T Answer: T Answer: T The corporate existence typically begins when the articles of incorporation are signed. Answer: F Answer: F Answer: F Some states require limited liability partner- ships to carry liability insurance to protect the partners from bad investments. Answer:

In states that follow the Revised Uniform limited partnersship Act, the ---neednot be included in the certificate of limitedpartnership. A. names and addresses of all limited partners B.namesandaddress esofallgeneralpartners C.nameandaddressoftheagentforserviceof D. name of the limited partnership Answer: A Answer: A Answer: A In several states, a(n) is filed with the secretary of state

All corporations must have their tax year end on December Answer: F Answer: F Answer: F The terms merger and consolidation are interchangeable. Answer: F Answer: F Answer: F A stock subscription agreement does not usu- ally include the A. Subscriber's name and address B. name of the corporation. C. number and class of