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1 | Corporation Law Magne

1. What is a corporation?
2. What are a corporation’s attributes? Explain
3. What is the Grandfather rule?
4. Explain the doctrine of piercing the veil of corporate entity?
5. What are the obligations of Directors, Officers of a corporation?
6. What are the circumstances that may be considered to justify the application of the doctrine to
make the parent corporation liable for the obligations of its subsidiary?
7. Is ownership of substantial portion of the outstanding capital in a corporation enough justification
to apply the doctrine?
8. What are the elements that must be present to justify the piercing of the veil of corporate fiction
on the ground that the corporation is a mere alter ego?
9. Explain the right of succession?
10. Distinguish the following:
a. De Jure Corporation vs. De Facto Corporation
b. Stock Corporation vs. Non-stock
c. Corporation vs. Partnership
11. A corporation was created by a special law. Later, the law creating it was declared invalid. May
such corporation claim to be a de facto corporation?
12. Mamuhunan was invited by his friends to invest in A Corp., a newly organized firm engaged in
money market financing operation. Because of his heavy investments, Mamuhunan became the
firm’s president and, as such, purchased a big number of computers, typewriters and other
equipment from Taktak Corp. on instalment basis. A Corp. paid the downpayment and Taktak
Corp. issued the corresponding receipt. To his chagrin, Mamuhunan discovered that the Articles
of Incorporation had not been filed by his friends on that date so he hurriedly attended to the
matter. No sooner had the Certificate of Incorporation been issued by the SEC, A Corp. became
bankcrupt after three months.

Upon being sued by Taktak Corp. in his personal capacity, Mamuhunan raised among its defences
the doctrines of de facto corporations and corporations by estoppel.

Can the two defences be validly raised?

13. Explain who are the following:

a. Incorporators
b. Corporators
c. Stockholders and Members
d. Directors and Trustees
e. Corporate Officers
f. Promoter
14. Can all the stockholders in a corporation be foreigners?
15. What are the fully or partly nationalized corporations?
16. What industries are not allowed to have foreign stockholders?
17. What corporate name cannot be used?
18. What is the importance/significance of the principal place of business stated in the Articles of
19. What is the maximum term of a corporation? Can it be extended?
20. Determine the following terms:
a. Authorized capital stock
b. Subscribed capital stock
c. Paid-up capital
d. Outstanding capital
e. Capital
21. The Articles of Incorporation to be registered in the SEC contained the following provisions: A)
“First Article. The name of the corporation shall be Toho Marketing Company.” B) “Third Article.
The principal office of the corporation shall be located in Region III, in such municipality therein
2 | Corporation Law Magne

as its Board of Directors may designate.” C) “Seventh Article. The capital stock of the corporation
is One Million Pesos (P1,000,000.00), Philippine Currency.”

What are your comments and suggested changes to the proposed articles?