BLS 112 Chapter Notes - Chapter 39: Ultra Vires, Commingling, Registered Agent

• School: Binghamton University
• Department: Business Law and Society
• Course: BLS 112
• Professor: S U N Y Ulster

Document Summary

Chapter 39: corporate formation & financing: the nature & classification of corporations. Corporate personnel: board of directors: members elected by shareholders, make policy decisions, hire corporate officers to run daily business operations, continuously changing body of shareholders (buy stock) Tort liability: corporation liable for torts committed by agents or officers, follows doctrine of respondeat superior. Criminal acts: corporation liable for criminal acts of agents/employees. Promotional activities: businessperson is personally liable for all pre-incorporation contracts made with investors, accountants, or others (on behalf of corporation, personally liable until corporation assumes liability. Info on each incorporator: do not provide detail about operations stated in bylaws. Internal management structure sometimes in articles: file articles with state. 1st organizational meeting to adopt bylaws: adoption of bylaws (internal rules, articles name initial board of directors call meeting to adopt bylaws. & complete company"s organization: articles does not name board hold meeting to elect & adopt bylaws.