I.

GENERAL PROVISIONS
a. Why is a corporation an artificial being? Explain.
b. What is the principal source of law that governs corporations?
c. Why do we say that a corporation is a creature of law?
d. Explain right of succession when it comes to corporations.
e. Explain the doctrine of piercing the veil of corporate fiction.
f. Enumerate and explain the different types of powers of a corporation.
g. Enumerate and axplain each classes of corporation.
h. Differentiate a corporator, incorporator, shareholder, and a member.
i. Explain how shares are classified.
j. What are founder’s shares?

II. INCORPORATION & ORGANIZATION

a. Enumerate the qualifications, as provided under the Corporation Code, of an
incorporator. Explain each.
b. How long is the corporate term. May this be extended or shortened. Explain.
c. Explain total capital stock and differentiate it from subscribed capital.
d. What is the difference between paid-up capital from subscribed capital.
e. Enumerate the information that should be indicated in the articles of incorporation.
Explain each.
f. How will you amend the articles of incorporation? Explain the process.
g. On what gorunds may the articles of incorporation be denied or rejected? Explain.
h. What rules should we observe in the application for a corporate name?
i. What is the difference between a de facto corporation from a corporation by estoppel.
Explain.
j. When does corporate life begins? Explain the process.

III. DIRECTORS, TRUSTEES & OFFICERS

a. What is the seat of corporate power? Explain.
b. What are the requirements provided by law in order to be a director. Explain.
c. What is proxy voting? Explain fully.
d. What are the disqualifications for directors, trustees, or officers? Explain.
e. What are self-dealing directors? Explain.
f. What are the liabilities of directors under the law?
g. How may a director be removed from the board? Explain the process.

IV. CORPORATE POWERS

a. Explain an ultra vires act.
b. Enumerate and explain the powers expressly granted by law to a corporation.
c. How may a corporation extend or shorten its term? Explain the process.
d. How may a corporation increase or decrease its capita stock? Explain the process.
e. How may a corporation sell or dispose of its assets. Explain the process.
 f. Explain the Nell Doctrine.
g. How are dividends declared and distributed? Explain the process.
h. Explain am intra-corporate dispute.
i. What are the effects of an ultra vires act. Explain.
j. How may a corporation enter into a management contract. Explain the process.

V. BY-LAWS
a. What is the difference between the by-laws from the articles of incorporation?
b. Genereally, what are contained in the by-law?
c. How may the by-laws be amended? Explain the process.
d. What are the limitiations, if any under the law, in the crafting of the corporate by-laws?
e. What is the required number of votes in the board of directors in order to approve an
amendment to the by-laws? Explain.
f. If approved by the board of directors, does it still need to be approved by the
shareholders? Why? Why not?
g. When do amendments to the by-laws become effective? Explain the process.
h. What is the principal purpose of the by-laws?
i. May a corporation operate without the by-laws? Explain.
j. May a corporation be incorporated without filing any by-laws with the SEC? Explain.

VI. MEETINGS
a. Enumerate the kinds of meetings and how they differ from one another.
b. Is notice to any meeting a prerequisite to its validity? Explain.
c. May notice be waived? Explain.
d. What is a quorum?
e. Enumerate the officers who are authorized to preside in meetingts.
f. What is a voting trust? Explain.
g. Are there voting rights for treasury shares? Explain.
h. How is voting done in case of joint ownership of stock?
i. Do holders of mortgaged or pledged stock have voting rights? Explain.