Because of his busy Olympic training schedule, Josh has asked Sherrie to "just get the thing rolling." Sherrie contacts Mike, a long-time friend of hers and a prominent businessman in the local community, to seek advice on how to get started. Among other things, he suggests she ought to form the business entity and consider doing so by incorporating. Sherrie searches the internet for information on how to create North Carolina corporation. North Carolina has adopted the Model Business Corporation Act. Finding that the process doesn't seem too difficult, she decides to just do it herself. She selects a form and fills it in.

Josh and Sherrie had decided together to call the business "Fins." She lists herself as incorporator and as the registered agent, and she records her home address in Chapel Hill as Fins' address. She specifies "1,000 shares" as the number of authorized shares of stock, and lists the corporation's purpose as "to promote the sport of competitive swimming by training young athletes in developing their swimming abilities." Sherrie files the form with the North Carolina Secretary of State's Corporations Division, and she pays the appropriate incorporation fees.

Questions Presented:

(1) If an official at the Corporations Division believes that Sherrie's statement of corporate purpose is irrelevant or ill-advised, can the official refuse to file the articles of incorporation?

(2) If the registered address of the corporation listed by Sherrie in the articles of incorporation is incorrect, could a creditor of Fins argue successfully that the corporation was never formed (thus implying that Sherrie and Josh do not receive the benefit of limited liability)?

(3) This is a relatively straightforward fact pattern with an emphasis on filing once and doing it correctly. What are the reasons that a business entity might want to shed or deny its corporate status? Find a piece of case law regarding a time this occurred and divulge their strategy.