OR Bar Business Associations 1 — Questions and Answers
Question 1: Under Oregon law, what is the primary document that governs the internal affairs and management of a corporation?
- Articles of Incorporation
- Bylaws (Correct answer)
- Shareholders' Agreement
- Operating Agreement
Correct answer: Bylaws
Under Oregon law, the Bylaws are the primary document that governs the internal affairs and management of a corporation. While the Articles of Incorporation establish the corporation's legal existence, the Bylaws detail the rules for corporate governance, such as the duties of officers, meeting procedures, and shareholder rights. They provide the operational framework for the company.
Question 2: In Oregon, what is the minimum number of directors required for a corporation?
- One (Correct answer)
- Two
- Three
- Four
Correct answer: One
Under Oregon law, a corporation is required to have a minimum of one director. This single director can fulfill all necessary corporate roles, including president, secretary, and treasurer, unless the bylaws specify otherwise. This flexibility allows for simpler corporate structures, especially for small businesses.
Question 3: What is the key difference between a limited partnership (LP) and a limited liability partnership (LLP) under Oregon law?
- An LP must have at least one general partner and one limited partner, while an LLP has no general or limited partners. (Correct answer)
- An LP provides limited liability to all partners, while an LLP provides limited liability only to the general partners.
- An LP requires a formal partnership agreement, while an LLP does not.
- An LP allows for passive investment, while an LLP is designed for active business operations.
Correct answer: An LP must have at least one general partner and one limited partner, while an LLP has no general or limited partners.
The key difference lies in their structure and liability. A Limited Partnership (LP) must have at least one general partner, who bears unlimited personal liability, and at least one limited partner, whose liability is limited to their investment. In contrast, a Limited Liability Partnership (LLP) provides limited liability to all partners, meaning partners are generally not personally liable for the debts or liabilities of the partnership, including the negligence of other partners.
Question 4: Under Oregon law, what fiduciary duty does a director of a corporation owe to the corporation and its shareholders?
- Duty of Care and Duty of Loyalty (Correct answer)
- Duty of Confidentiality and Duty of Fair Dealing
- Duty of Competence and Duty of Disclosure
- Duty of Good Faith and Duty of Obedience
Correct answer: Duty of Care and Duty of Loyalty
Under Oregon law, a director of a corporation owes two fundamental fiduciary duties to the corporation and its shareholders: the Duty of Care and the Duty of Loyalty. The Duty of Care requires directors to act in good faith and with the care an ordinarily prudent person would exercise in a like position. The Duty of Loyalty requires directors to act in the best interest of the corporation, avoiding conflicts of interest and self-dealing.
Question 5: In Oregon, what is required for a limited liability company (LLC) to be dissolved voluntarily?
- A majority vote of the members (Correct answer)
- A unanimous vote of the members
- A court order
- Filing a Certificate of Dissolution with the Secretary of State
Correct answer: A majority vote of the members
Under Oregon law, for a limited liability company (LLC) to be dissolved voluntarily, it typically requires a majority vote of the members. The specific percentage or conditions for dissolution are often outlined in the LLC's operating agreement. While filing a Certificate of Dissolution is a necessary step, the underlying decision to dissolve is made by the members' vote.
OR Bar Business Associations 1
Under Oregon law, what is the primary document that governs the internal affairs and management of a corporation?