Hi , I need help understanding this and an explanation to this work sheet :

A dissolution is the formal disbanding of the corporation.

a. Trueb. False

2. What are the two phases of the termination of a corporation's existence? 1

.Select

contract renunciation

dissolution

dissociation

Item 1

2.Select

contract renunciation

winding up

dissociation

Item 2

.

3. A corporate dissolution cannot be brought about by a(n):

a. act of the legislature of the state in which the company is incorporated

b. unanimous action of all shareholders

c. voluntary approval of the shareholders and directorsd. executive order of the company president

4. When a corporation isSelect

voluntarily

involuntarily

Item 1

dissolved, the corporation must file articles of dissolution with the state and notify its creditors of the dissolution.

5. When board members breach their fiduciary trustee duties during the winding up process, in what capacity, if at all, are they liable for the breach?

a. they can be held personally liable

b. they are not liable for any breach of fiduciary duty

c. they are liable, but limited to the amount of their investment in the corporation

6. Under the RMBCA, a corporation must establish a date at leastSelect

30

60

90

120

Item 1

days after the date of dissolution by which all claims against the corporation must be received.

7. A state court can dissolve a corporation for making fraudulent misrepresentations to the state during incorporation or for engaging inSelect

profit seeking

rapid expansion

mismanagement

Item 1

.

8. A deadlock of directors in the management of corporate affairs such that company affairs cannot be conducted is not sufficient to petition a court for dissolution.

a. Trueb. False

9. When dissolution takes place by voluntary action, the members of the board of directors act asSelect

trustees

receivers

guardians

managers

Item 1

of the corporate assets.

10. When the dissolution is involuntaryor if board members do not wish to act as trustees of the assetsthe court will appoint a receiver to wind up affairs and liquidate assets.

a. Trueb. False