Tiêu đề RFBT Self Study Part 3.pdf ✅

💡 Tip: Know the distinction between OPC and regular corporations, especially in terms of governance and reporting. II. Corporate Powers, Structure, and Governance (Secs. 22–54) • Corporate officers: Required are president, treasurer, and corporate secretary. o Secretary: must be a resident and citizen. • Board of Directors/Trustees: o Minimum and maximum members o Qualifications, disqualifications, and term (1 year) o Quorum: majority of number of directors/trustees as fixed in articles • By-laws: Adoption and amendment; must be filed within 1 month after incorporation. 💡 Tip: Master voting thresholds – majority vs. 2/3 vs. unanimous decisions. Focus on quorum and voting rules in stockholder and board meetings. III. Meetings (Secs. 48–52) • Notice, quorum, and voting requirements for: o Stockholders' and members' meetings o Board of directors’ meetings • Remote communication and in absentia voting now expressly allowed. 💡 Tip: Distinguish between regular and special meetings and required notices. Focus on how electronic meetings are now valid. IV. Stockholders’ Rights (Secs. 60–72) • Pre-emptive right • Right to inspect books • Right to vote • Cumulative voting • Appraisal right 💡 Tip: Know how minority stockholders can protect their rights (especially cumulative voting and appraisal right scenarios). V. Corporate Finance (Secs. 73–78) • Issuance and subscription of shares o Watered stock o Consideration for stocks • Payment of subscriptions • Delinquency o Delinquent stockholder’s rights • Dividends o Types: cash, stock, property 💡 o Who declares and approves Tip: Expect computations and legal issues related to delinquency and unpaid subscriptions. VI. Corporate Books and Reports (Secs. 73–75, 177–180) • Mandatory books: o Articles and by-laws o Minutes books o Stock and transfer book • Submission of General Information Sheet (GIS) and Financial Statements 💡 • Reportorial requirements and penalties for failure Tip: Know who has the right to inspect and what documents must be made available to stockholders. VII. Close Corporations (Secs. 95–104) • Characteristics: o Not more than 20 stockholders o Restrictions on share transfers o No public offering of shares • Deadlock resolution by the SEC