Business Law- Business Structure (Selection of a Business Entity)

Which form of business entity has the following attributes?
I. Limited liability for all its owners
II. Can permit all its owners to participate in management and control of the entity
III. The consent of all the owners

Two individuals are planning to form a business with equal ownership. The individuals would like to limit their personal liability, avoid double taxation, and be active in the business. Which of the following organizational structures would meet their requirements?

Under the Revised Model Business Corporation Act, which of the following statements regarding a corporation's bylaws is (are) correct?
I. A corporation's initial bylaws shall be adopted by either the incorporators or the board of directors.
II. A corporation's bylaws are contained in the articles of incorporation.

Which of the following actions may a corporation take without its stockholders' consent?

Which of the following statements generally is correct regarding a general partner in a general partnership as compared to a general partner in a limited partnership?

Unless the partnership agreement prohibits it, a partner in a general partnership may validly assign rights to:

Which of the following forms of business generally provides all owners with limited liability while avoiding federal taxation of income at the entity level?

Assuming that all other requirements are met, a corporation may elect to be treated as an S corporation under the Internal Revenue Code if it has:

Under the Revised Uniform Partnership Act, which of the following statements concerning the powers and duties of partners in a general partnership is ?
I. Each partner is an agent of every other partner and acts as both a principal and an agent in any business transaction within the scope of the partnership agreement.
II. Each partner is subject to joint liability on partnership debts and contracts.

Which of the following statements is concerning the similarities between a limited partnership and a corporation?

Toby invested $25,000 in a limited partnership with Connor and Blair. Toby was a general partner in the limited partnership. The partnership failed to pay Kelly $45,000 for services on behalf of the partnership. Which of the following statements is generally regarding Toby’s liability under the Revised Uniform Limited Partnership Act?

Which of the following statements describes the same characteristic for both an S corporation and a C corporation?

A general partnership must:

An S corporation must adhere to all of the following conditions except having:

Which of the following actions may be taken by a corporation's board of directors without stockholder approval?

Joint ventures are most similar to which of the following types of business organizations?

Fil and Breed are 50% partners in F&B Cars, a used-car dealership. F&B maintains an average used-car inventory worth $150,000. On January 5, National Bank obtained a $30,000 judgment against Fil and Fil's child on a loan that Fil had cosigned and on which Fil's child had defaulted. National sued F&B to be allowed to attach $30,000 worth of cars as part of Fil's interest in F&B's inventory. Will National prevail in its suit?

In a general partnership, a partner's interest in specific partnership property is:

Jones, Smith, and Bay wanted to form a company called JSB Co. but were unsure about which type of entity would be most beneficial based on their concerns. They all desired the opportunity to make tax-free contributions and distributions where appropriate. They wanted earnings to accumulate tax-free. They did not want to be subject to personal holding tax and did not want double taxation of income. Bay was going to be the only individual giving management advice to the company and wanted to be a member of JSB through his current company, Channel, Inc. Which of the following would be the most appropriate business structure to meet all of their concerns?

Which of the following statements is with respect to a limited partnership?

Which of the following is (are) regarding the methods a target corporation may use to ward off a takeover attempt?
I. The target corporation may make an offer (self-tender) to acquire stock from its own shareholders.
II. The target corporation may seek an injunction against the acquiring corporation on the grounds that the attempted takeover violates federal antitrust law.

Eaton is the sole owner of a construction company. Eaton is concerned about personal liability. Which of the following entities will best allow Eaton to limit personal liability?

Which of the following statements best describes an advantage of the corporate form of doing business?

Locke and Vorst were general partners in a kitchen equipment business. On behalf of the partnership, Locke contracted to purchase 15 stoves from Gage. Unknown to Gage, Locke was not authorized by the partnership agreement to make such contracts. Vorst refused to allow the partnership to accept delivery of the stoves and Gage sought to enforce the contract. Gage will:

Which of the following may not own shares in an S corporation?

Terry recently started a new business and is trying to decide what type of entity to form. Terry is part-owner and is active in running the business. What type of entity would best protect Terry, as one of the owners, from personal liability?

Which of the following statements best describes the effect of the assignment of an interest in a general partnership?

Which of the following is a requirement for a small business corporation to elect S corporation status?

Golden Enterprises, Inc., entered into a contract with Hidalgo Corporation for the sale of its mineral hold¬ings. The transaction proved to be ultra vires. Which of the following parties, for the reason stated, may properly assert the ultra vires doctrine?

The CPA was preparing the financial statement for a limited liability company. To which of the following would the CPA's report be addressed?