1.

Pedro was 70% of the subscribed capital stock of a company which owns an
office building. Paolo and Juan own the remaining stock equally between them.
Paolo also owns a security agency, a janitorial company and a catering business.
In behalf of the office building company, Paolo engaged his companies to render
their services to the office building. Are the service contracts valid? Explain

2. X is a Filipino immigrant residing in Sacramento, California. Y is a Filipino

residing in Quezon City, Philippines. Z is a resident alien residing in Makati City.
GGG Corporation is a domestic corporation - 40% owned by foreigners and 60%
owned by Filipinos, with T as authorized representative. CCC Corporation is a
foreign corporation registered with the Philippine Securities and Exchange
Commission. KKK Corporation is a domestic corporation (100%) Filipino owned.
S is a Filipino, 16 years of age, arid the daughter of Y.
a. Who can be incorporators? Who can be subscribers?

b. What are the differences between an incorporator and a subscriber, if

there are any?

c. Who are qualified to become members of the board of directors of the

corporation?

d. Who are qualified to act as Treasurer of the company?

e. Who can be appointed Corporate Secretary?

3. A, B, C, D, E are all duly elected members of the Board of Directors of XYZ

Corporation. F, the general manager, entered into a supply contract with an
American firm. The contract was duly approved by the Board of Directors.
However, with the knowledge and consent of F, no deliveries were made to the
American firm. As a result of the non- delivery of the promised supplies, the
American firm incurred damages. The American firm would like to file a suit for
damages.
a. Can the American firm sue:
 i. The members of the Board of Directors individually, because they
approved the transaction?

ii. The corporation?

iii. F, the general manager, personally, because the non-delivery was

with his knowledge and consent?

b. Explain the rules on liabilities of a corporation for the act of its corporate
officers and the liabilities of the corporate officers and Board of Directors
of a corporation acting in behalf of the corporation