Question

(chapters 39,40,41,42)
question 31 (2.5 points)
an incorrect address for one of its incorporators is listed on premier poodle corporation’s articles of incorporation.
under this circumstance, premier poddle is most likely

a) a de jure corporation.

b) a de facto corporation.

c) a corporation by estoppel.

d) ultra vires.
question 32 (2.5 points)
mark and jack are shareholders of mobile mattresses, inc. as shareholders, they must approve

a) none of the choices.

b) a decision to pursue new business opportunities.

c) a merger.

Explanation:

Question 31

• A de jure corporation is formed in compliance with all legal requirements, even minor errors like an incorrect incorporator address (a technicality) don’t change its de jure status if other formalities are met.
• A de facto corporation exists without full legal formalities, but here the error is minor.
• Corporation by estoppel is based on others’ reliance, not applicable here.
• Ultra vires relates to acts beyond corporate powers, not address errors. So the most likely is a de jure corporation.

• Shareholders typically approve major structural changes like mergers. Decisions to pursue new business opportunities are usually management or board decisions. “None of the choices” is incorrect as mergers need shareholder approval. So they must approve a merger.

Answer:

a) a de jure corporation.

Question 32