Question
Promoter Pat contacts Attorney Scott to prepare articles of incorporation for a new business. The articles provide that the purpose of the corporation is to
Promoter Pat contacts Attorney Scott to prepare articles of incorporation for a new business. The articles provide that the purpose of the corporation is "to operate a lemonade stand in and outside the NEMO fair". Scott files the articles with the Missouri Secretary of State, a certificate of incorporation is issued and the corporation begins operating a lemonade stand inside the NEMO Fair. Later, the corporation expands its business to operate a lemonade stand inside the Missouri state fair in Sedalia. What is the status of this expansion of their business?
A. | the business expansion is "ultra vires" and unauthorized. | |
B. | The facts illustrate why Scott should have instead written the purpose of the corporation to be something similar to "to operate a lemonade stand in and outside of the NEMO fair and to conduct all other lawful business authorized by Missouri law". | |
C. | the problem can be solved by an amendment to the articles of incorporation. | |
D. | All of the above. |
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