CO Bar CO Bar Business Organizations 3

Question 1

Under Colorado's Revised Uniform Limited Liability Company Act, absent contrary agreement, a member who dissociates from an LLC:

Accepted Answer

Is not entitled to a distribution upon dissociation and remains an economic interest holder

Answer

Immediately receives a buyout of their interest at fair value

Answer

Causes an automatic dissolution of the LLC

Answer

Has all voting rights immediately transferred to remaining members

Question 2

A Colorado corporation's articles of incorporation must include all of the following EXCEPT:

Accepted Answer

The names and addresses of initial directors

Answer

The corporation's name

Answer

The number of shares the corporation is authorized to issue

Answer

The street address of its registered agent

Question 3

Under Colorado law, a close corporation election allows a corporation to:

Accepted Answer

Operate with greater informality and restrict share transfers among a small group of shareholders

Answer

Avoid all federal taxation

Answer

Issue shares to the public without SEC registration

Answer

Elect directors for unlimited terms

Question 4

In Colorado, which act governs the formation and governance of general partnerships?

Accepted Answer

Colorado Uniform Partnership Act (CUPA)

Answer

Colorado Business Corporation Act (CBCA)

Answer

Colorado Limited Liability Company Act (CLLCA)

Answer

Colorado Revised Statutes Title 7 Nonprofit Act

Question 5

Under the Colorado Business Corporation Act, shareholders may take action without a meeting by:

Accepted Answer

Obtaining unanimous written consent of all shareholders entitled to vote, unless articles permit less than unanimous consent

Answer

Having the CEO authorize action on their behalf

Answer

Majority vote of the board of directors

Answer

Filing a written request with the Secretary of State

Question 6

An officer of a Colorado corporation who acts within the scope of actual or apparent authority and within their job duties generally binds the corporation because they have:

Accepted Answer

Inherent authority as an agent of the corporation

Answer

Shareholder approval for every act

Answer

Board ratification for every act

Answer

Personal liability for all their acts