PENNSYLVANIA CORPORATIONS

ORGANIZATION OF CORPORATION

1) Formation Requirements
a) Incorporators: executes and file articles (can be a person or entity)
b) Articles of Incorporation: contact information and general statement of purpose
c) Filing with PA Department of State

2) Ultra Vires: corporation cannot exceed its stated purpose
a) Ultra vires contracts are valid
b) SH can seek injunctions
c) Responsible officers/directors are liable to the corporation for ultra vires losses

3) Legal Significance
a) PA law governs
b) Corporation is separate legal entity; generally no personal liability of directors
c) SH not personally liable for debts

4) De Facto Corporation
a) Relevant incorporation statute
b) Parties made a good faith attempt to comply with the statute
c) Entity is acting like a corporation

5) Corporation by Estoppel
a) One dealing with a business as a corporation and treating it as a corporation may be estopped from denying the business'......

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Title: Corporations Outline
Approximate Word Count: 2138
Approximate Pages: 9 (250 words per double-spaced page)

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