FRANI, JAN MIKAELA GABRIELLE G.

CBET-01-401A

I. Corporation. Identification. You may choose from the possible answers from
the table below.

1. Pre-incorporation subscription
2. Shares of Stock
3. Subscription contract
4. Pre-emptive right
5. Appraisal Right
6. Close Corporation
7. Corporation sole
8. Dissolution
9. Liquidation
10. Foreign Corporation

II. Answer the following questions about Corporations.

1. What are the obligations of a stockholder?

1. Liability to the corporation for unpaid subscription (Sec. 66, RCCP);
2. Liability to the corporation for interest on unpaid subscription if so required by
the by-laws (Sec. 65, RCCP);
3. Liability to the creditors of the corporation for unpaid subscription (Sec. 66,
RCCP);
4. Liability for watered stock (Sec. 64 RCCP) by creditor or officer

2. What are the rules for exercise of Appraisal Right?

 The stockholder must be a dissenting stockholder – One who voted against
the proposed action (Sec. 81, RCCP);
 The stockholder must make a written demand on the corporation within 30
days after the vote is taken;
 The price to be paid is the fair value of the share on the date before the vote
was taken.
 If within sixty (60) days from the approval of the corporate action by the
stockholders, the withdrawing stockholder and the corporation cannot agree
on the fair value of the shares, it shall be determined and appraised by three
(3) disinterested persons, one of whom shall be named by the stockholder,
another by the corporation, and the third by the two (2) thus chosen.
  No payment shall be made to any dissenting stockholder unless the
corporation has unrestricted retained earnings in its books to cover such
payment:
 Upon payment by the corporation of the agreed or awarded price, the
stockholder shall forthwith transfer the shares to the corporation.
C. What are the Characteristics of Close Corporations?

a) The stockholders themselves can directly manage the corporation and perform
the functions of directors without the need of election:
1) When they manage, stockholders are liable directors;
2) There is no need to call a meeting to elect directors;
3) The stockholders are liable for tort.

b) Despite the presence of the requisites, the corporation shall not be deemed a
close corporation if at least 2/3 of the voting stocks or voting rights belong to a
corporation which is not a close corporation.

III. Partnership. True or False

1. True
2. True
3. True
4. False experts chosen by partners
5. True
6. False pede pag may permit
7. True
8. True
9. False except industrial partner
10. True
11. False present property
12. False sakanila pa din
13. False without
14. False cannot
15. 15. False particular