OR Bar Business Associations 1

Question 1

Under Oregon law, what is the primary document that governs the internal affairs and management of a corporation?

Accepted Answer

Bylaws

Answer

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?

Accepted Answer

One

Answer

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?

Accepted Answer

An LP must have at least one general partner and one limited partner, while an LLP has no general or limited partners.

Answer

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?

Accepted Answer

Duty of Care and Duty of Loyalty

Answer

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?

Accepted Answer

A majority vote of the members

Answer

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) Oregon Bar Exam Practice Test

(OR Bar) Oregon Bar Exam Practice Test

OR Bar Business Associations 1