sole incorporator

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Question I – Paul is the sole incorporator of Hemp Co., a company that processes hemp into clothing.  Prior to incorporation, Paul enters into a contract on Hemp Co.’s behalf with a local farmer for the purchase of the crop.  After formation of the corporation, the board does not ratify the contract because Paul bought the crop at 3 times the market price.  Who is liable to the farmer?

Question II – Tina Technology is looking to raise $85,000 worth of capital, and she is looking to raise that money through the internet and still fall under an SEC exemption.  How should Tina go about raising that money?  Due to the amount of capital she is looking to raise, will Tina be subject to any other special requirements?

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