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C33 (Corp Attributes (Centralized Management (Require SH to elect BoD,…
C33
Corp Attributes
Legal Entity
As a person for some not all
As a citizen for some not all
State law
Limited Liability
Free transferability of shares
Perpetual Existence
Centralized Management
Require SH to elect BoD
Require Annual BoD meeting
BoD appoints officers
Officer run day-to-day operations
Foramlities
Must designate entity as a corp
Articles of Incorp.(Charter)
Must include mandatory provisions
Optional and additional can also be elected
Amendment require BoD and SH
Organizational Meeting
First meeting
Adapt bylaws
rules governing internal management
Appoint officers
Piercing the Corporate Veil
General Rule
Used to defeat public convenience
Commit wrongdoing
Torts
respondeat superior
Liable for torts by employees with o.c.o.b
Crimes
Criminally liable for crimes by officer or BoD
Does not matter for fault
Protect fraud
Circumvent the law
Application to Mostly
Closely Held Corporations
Parent-Subsidiary Corporations
Statutory Powers
Right to hold property in corporate name
All power necessary or convenient for purpose
Purpose for any lawful purpose unless state is more limited