Corporate purposes-articles must specify intended purpose, and activates must be lawful, trend toward any legal bloodline to avoid time to come amendment **some require physicians or licensed professionals from forming a normal corp. and to form professional corp. also banks, insurance companies and utilities argon governed by special incorporation statues Business trusts-written agreement that sets forth the interests of the beneficiaries and the obligations and powers of trustees (limited indebtedness advantage while avoiding certain restrictions on ownership and utilize of real property) **beneficiaries not personally responsible for debts and obligations, some states seduce it pay corp. taxes Management of LLCs member managed-all members participate in management and decisions atomic number 18 made by majority vote, manager-managed- members pathfinder a group of ppl to manage. May consist of any combination. Managers owe fiduciary duty(loyalty and care) l ike corp. directors Ultra Vires-beyond the powers 1.)entirely executory-either party shag habituate it as a defense to prevent enforcement 2.)partly/fully excuted- may enforce or uphold when it would be inequitable to fall apart the defense **remedies 1.)shareholders may sue on behalf of corp.
to obtain injunction, or to obtain alter 2.) the corporation itself asshole sue the officers and directors for reparation 3.)attorney general institute preceding to obtain injunction or institute dissolution Defective incorporation-important when 3rd party sues for enforcement of civil wrong injury, pierce the veil make shareholders personally liable, fi! rm can avoid contract with improperly formed corp. LLCs-governed by variable state statutes, tax rules provide any unincorporated duty be taxed as partnership unless otherwise indicated. Like corporations they are creatures of the state, enjoy limited liability and are legal entities by from their owners.If you want to get a full essay, order it on our website: BestEssayCheap.com
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