True/False
Indicate whether the
statement is true or false.
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1.
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Corporations have perpetual
existence.
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2.
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Professional corporations who have no members who
are legally qualified to
practice the profession must be dissolved.
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3.
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A corporation can voluntarily
terminate.
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4.
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Shareholders can voluntarily dissolve a
corporation.
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5.
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Majority shareholders can dissolve a corporation
over the objections of
minority shareholders.
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6.
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A corporation that is unable to fulfill its purpose
cannot be dissolved.
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7.
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When a corporation is considering dissolution, it
must notify its creditors of its
intention.
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8.
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The final step in a voluntary dissolution is the
filing of articles of dissolution.
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9.
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The official date of the dissolution of the
corporation is the date that the
certificate of dissolution is signed and issued by the
state.
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10.
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Corporations cannot be dissolved by state
action.
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Multiple Choice
Identify the
choice that best completes the statement or answers the question.
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11.
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The selling off of assets and distribution of the
cash obtained.
a. | Termination | b. | Dissolution | c. | Liquidation | d. | None of the
above |
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12.
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The process of dissolving a business over the
objection and to the detriment of
the rights of minority stockholders.
a. | Forced elimination | b. | Due diligence | c. | Freeze
out | d. | None of the above |
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13.
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The final step in a voluntary dissolution is the
filing of:
a. | Articles of dissolution | b. | Articles of termination | c. | Articles of
dissemination | d. | None of the
above |
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14.
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A person appointed, usually by a court, to collect
and distribute assets on
behalf of others.
a. | Appointer | b. | Receiver | c. | Liquidator | d. | Respondent |
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15.
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A person who collects and distributes assets on
behalf of others; a term often
applied in bankruptcy proceedings.
a. | Appointer | b. | Receiver | c. | Liquidator | d. | Respondent |
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16.
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A doctrine that the corporate profits that come
from divestiture are held in trust
for the shareholders.
a. | Trust Doctrine | b. | Legal Responsibility Doctrine | c. | Elimination Doctrine | d. | Asset
Doctrine |
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17.
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The transfer of ownership rights to the government
when no other legally
qualified person can be located to take ownership of the
property.
a. | Eminent domain | b. | Escheat | c. | Transfer | d. | Seizure |
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18.
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The process of settling all outstanding legal and
financial obligations for a
company.
a. | Termination | b. | Divestiture | c. | Amelioration | d. | Winding
up |
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19.
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A certificate of dissolution contains all of the
following provisions, except:
a. | Corporate assets have been fully
distributed. | b. | Corporate
liabilities have been satisfied. | c. | The decision to
dissolve the corporation was made and voted on by
the shareholders. | d. | All of the above are contained in a certificate of
dissolution. |
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20.
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The official date that the certificate of
dissolution is signed and issued by the
state.
a. | Official date of dissolution | b. | Registry date | c. | Signatory
date | d. | None of the above |
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