R.SA.' The Reuietts S c,hool of Ac,eountanr.

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b" Vatid because the stock certificate can only be issued after the full payment of the
subscription.
c. Valid with respect to the unpaid portion of the subscription.
d. Not valid because only delinquent shares may be denied in a stock certificate.
I34
il
Based on the sarne facts, is A conect in refusing to pay for the remaining shares, the
company being already insolv,ent?
a. No, under the trust fund dr:ctrine upon the insolvency of the corporation to which he is still
liable fbr his unpaid subscription.
b. No, because of the doctrine of piercing the veil of corporate fiction-
c. Yes, his obligation extinguished due to the insolvency of the corporation and his
discharge from liability by reason thereof.
d. Yes, because he is deniecl of his riEht to receive a stock certificate-
1
r\ 3s After dissolution but within the three-year period for liquidation a corporation's term may
still be extended by amendment of its articles of incorporation.

i"'i ' The dissolution of a corporation shall take place because it has been in continuous non-
11, ' operation for five-years.
a. Both statements are false. c. First is false, second is true.
b, Both are true. d. First is true, second is false

ti, 36' The bay-laws may provirde that the holders of a rpajority ef,the oulstanding capital stock
' ! t '_( ,
1'
\,, may elect all the members of the board of directors.
lir
That it may also provide that no officer of the corporation shall be required'to be a
stockholder.
a. Both statements are true. c. First is true, second is false.
b. Both are false. d. First is false, second is true.
P- 37 Which of the following is not a requisite for a close corporation?
a. The number of stockholders shall not exceed twenty.
\{t' b. That no close corporatkrn is a stockholder thereof owning 213 of the voting stocks.
c. There isEEstriction in the transfer of shares.
d. There is no public offering of shares.
38 The declaration of dividends out of the capital an{ not surplus. profitS is violation of the
,999U!9 o -'- 'vvtt lt\
When the corporation is use,d as an alter ego or conduit, to avoid the performance of an
obligation is violation of the trust fund doctrine. i
' ' .

a. Both statements are false. c. First is false second is true.

b. Both statements are true. d. First is true second is false.
\!, 39' Ye1o11U must be residents of the Philippines, except:
a. "?'tL"',"*ing
Members-of the board of glirectors. c.
lncorporators
b. Members of the board of trustees. d. Officers
t- r 40. Stockholders' mebting must be in the city or municipality where the principal office is
\ located while members' meeting of non-stock corporation may be outside thereof.
The secretary of the corporations must generally be a citizen and resident of the Philippines-
a. Both are true. c. First is true, second is false.
b. Both are false. d. First is false, second is true.
r\ 41. The doctrine of corporate opportunity rests on the unfairness of an officer or director of
a corporation taking advantage of an opportunity for his own personal benefit adverbe to the
corporation.
The,by_-lprars-must be filed with the SEC for the corporation to acquire juridical personality.
a. Both statements are true. c. First is true, second is false.
b. Both are false. d. First is false, second is true.
(t 42. Private corporations have the following attributes. except:
a. It is created by law as a jurridical person.
b. It has the right of succession.
c. It may be formed, organized, and existing under a special law or charter . t'ilt;'"ii''- 4 k'.'
d. It has the powers, attributes, and properties expressly authorized by the law or the
incident to its existence.
,i
' 43. ln three of the following instances, shares with or without voting rights can be voted,
except:
a. lncrease or decrease of capital stock.
b. Dissolution of the corporettion
c. Election of directors or trustees
BUSINESS LAl^, Law on Corporation I ,4"\