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NYLE Business Relationships Business Corporations Test questions and answers 2025 latest update.
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NYLE Business Relationships Business Corporations Test questions and answers 2025 latest update.
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NYLE Business Relationships:Business Corporations Test questions
and answers 2025 latest update
I. Formation and Nature
A. Certificate of Incorporation - answer Formation of a corporation
under the Business Corporation Law (BCL) requires the filing of a
certificate of incorporation with the Secretary of State containing
certain detailed information, including the corporate name, the
corporate purpose (which may be "to engage in any lawful
activity"), the county where the office is to be located, specific
information about the shares authorized to be issued, the duration
of the corporation if other than perpetual, designation of the
Secretary of State as agent for service of process, and, if desired,
designation of a registered agent (BCL 402 [a]).
I. Formation and Nature
B. Corporate Name - answer The name of a business corporation
generally must contain the word "corporation", "incorporated" or
"limited", or an abbreviation of one of such words (BCL 301 [a] [1]).
Some phrases and many words are not permitted in corporate
names or are permitted only with the consent of a particular state
agency (BCL 301 [a] [3] — [11]). For example, "insurance" may not
be used without the approval of the superintendent of financial
services and "school" may not be used without the approval of the
commissioner of education.
I. Formation and Nature
C. Adoption, amendment and repeal of by-laws - answer The initial
by-laws are adopted by the incorporator or incorporators at an
organizational meeting. Any by-law adopted by the incorporators is
considered to be a by-law adopted by the shareholders. The by-laws
may contain any provisions relating to the business of the
corporation, the conduct of its affairs, and its rights and powers and
those of its shareholders. Adoption, amendment or repeal of by-
, laws requires a majority vote of shareholders or, if provided in the
certificate of incorporation or a by-law adopted by the shareholders
(including any by-law adopted by the incorporators), by requisite
vote of the board of directors (BCL 601).
I. Formation and Nature
D. Business Corporation Law revision - answer The Business
Corporation Law was substantially revised effective February 22,
1998, and now includes some provisions which are different for
corporations depending on whether they were in existence on
February 22, 1998, or formed after that date.
II. Management and Control
A. Shareholders - answer 1. Voting
Every shareholder is entitled to one vote for every share standing in
his or her name on the record of shareholders, unless otherwise
provided in the certificate of incorporation (BCL 612 [a]). Any
corporate action, other than the election of directors (see Business
Relationships, Business Corporations, B.1.), taken by a vote of the
shareholders, generally requires a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote
thereon, unless otherwise provided by statute, the certificate of
incorporation or a by-law adopted by the shareholders (BCL 614
[b]). Statutory exceptions include the following:
Approval of an amendment to the certificate of incorporation (BCL
803 [a]) and authorization of a shareholders' petition for judicial
dissolution (BCL 1103 [c]) require the vote of a majority of all
outstanding shares entitled to vote thereon.
Approval of a merger or consolidation (BCL 903 [a] [2]), approval of
any sale, lease, exchange or other disposition of all or substantially
all of the assets of the corporation, if not made in the usual or
regular course of the business actually conducted by the
corporation (BCL 909 [a] [3]), and authorization of a non-judicial
dissolution (BCL 1001 [a]) require:
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