Please answers the below True/False and Multiple choice questions from Business Law. (Please provide a brief explanation to answers if possible)

Chapter: Business Organizations

1. The business judgment rule does not immunize members of boards of directors from liability to stockholders that come about from the bad business decisions of those directors. True/False

2. Corporations are not required to incorporate under the law of the state where their corporate headquarters is located. True/False

3. The portion of a corporations profits that has not been paid out as dividends to shareholders is known as retained earnings. True/False

4. An S Corporation can have no more than five hundred shareholders. True/False

5. The president and other top officers of a corporation are elected by its shareholders. True/False

6. A corporation is not effectively organized until its Bylaws have been filed with the Secretary of State. True/False

7. A corporation must be incorporated in the state where it is headquartered. True/False

8. The term ultra vires means

a. highly toxic

b. extremely profitable

c. beyond the powers

d. none of the above

9. The federal disclosure rules that regulate franchising are created by the Food and Drug Administration (the FDA). True/False

10. Limited liability companies essentially have the same tax treatment as partnerships. True/False

11. Limited partners are investors who do not generally participate in managing the business. True/False

12. All partners in a limited partnership have limited liability. True/False

13. The severance of the relationship between a partner and a partnership is called dissociation. True/False

14. Limited liability companies are created by agreement of the parties, no filing of documents with the state is required. True/False

15. In their relations with one another partners are fiduciaries. True/False

16. The simplest form of business organization is the

a. sole proprietorship

b. general partnership

c. limited partnership

d. limited liability company

17. Franchises fall into the following categories:

a. distributorships

b. chain-style business operations

c. manufacturing or processing plant arrangements

d. all of the above

18. Shareholders vote on matters that change the corporation's structure or existence, such as a merger with another firm. True/False

19. A written authorization to cast another shareholder's vote is called a quorum. True/False

20. Directors, but not managers, are subject to a duty of loyalty to the corporation. True/False

21. To help ensure federal taxation as a partnership, state LLC statutes:

a. place restrictions on transferability of member interests

b. provide for continuity of life

c. provide for unlimited liability

d. all of the above

22. Limited partners are investors who may not participate in managing the business. True/False

23. The withdrawal or death of a partner causes the partnership to be dissolved, but many partnership agreements have provisions to allow the partnership to continue despite such events. True/False

24. Partners in a general partnership owe a fiduciary duty to one another. True/False

25. The corporation is the oldest and simplest form of business organization. True/False

26. A general partnership is a separate legal entity distinct from the owners for all purposes. True/False