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Fictional business






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Assignment 1 :
My Fictional business belongs to a Construction & architecture design business which has to
be started in my home state California. This is a Los Angles based firm which has to be
authorized by CA, govt according to California Department of Business Oversight. I have filled
the Form of Articles of Incorporation of a Professional Corporation. In this form the 1
is filled with my corporation name i.e. Phoenix construction Ltd. The second row is filled as
Construction & Architecture that is corporation purpose that engaged with this profession. Third
row is filled with the name of agent that is California registered business agent with address of
The next row is filled with the address of Corporation address . The further row is filled with
no. of authorized share of my corporation i.e. 28000 . Now Finally, this form has attested by my
name signature and this document is subject to verification and authorized by incorporator and
thus Incorporator signature has to be done.
Since I typically have my clients’ corporations authorize 28,000 shares .There are two reasons
for the large number of shares:
To allow prosperity of flexibility in allocating shares among founders and other
To make contractors or employees who accomodate shares experience like they have
already received something of most valuable.

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Assignment 2 :
Directors or Officers are liable for their intentional torts committed against those dealing with the
corporation. In addition, directors or officers can also be liable for negligence and cannot hide
behind the company shield. Here In this case study where it has clearly found that much of
Allen’s Construction Firm work is finally unacceptable as the bank's inspector as third party
was also witness for this below par level work .
Generally, The corporate directors and officers will not be held individually liable for torts or
crimes committed by the corporation solely by virtue of their status as corporate directors and
officers. However, personal liability for corporate liability may attach when the individual’s
conduct causes a violation of a law and here Since Allen is himself involved in all the Design &
Home-renovation project . Therefore Allen is also found personally liable for
corporate torts where Allen & Other Firm’s officer actively participated or acquiesced in the
commission of the tort.
This same law would not apply to a alienation of contract unless the officer signed the contract
in his personal capacity. In order to the officer liable for a breach of contract, as opposed to a
tort, one would normally have to plead fraud and intrude the corporate conceal. Finally, It
concludes that It is also important for an attorney representing the victim of a tort to know that
directors and officers may be liable individually for torts, even if they are committed on behalf
of the corporation.

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Corporations Code §§ 200-202 et seq. and 13400 et seq., Revenue and Taxation Code § 23153.
2014 California Secretary of State ARTS-PC (REV 03/2014)
Articles of Incorporation of a Professional Corporation, Form-2013 hps://www.
Department of Trade & Industry. Company Law Review: Attribution of Liability, 2013
Indiana Business Law Survey Commision, Final Report to the Legislative Counsel of the Indiana
General Assembly, (2011)

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Very useful material for studying!