Professional Documents
Culture Documents
Alterios, Balmedina and Celino are partners in ABC Partnership. The lot is registered in the name of
the partnership. Balmedina sells the land to Damascus. Which of the following statements is false?
If the sale is in the name of and with authority of the partnership, Damascus gets
valid title.
If the sale is in the name of Balmedina, in the usual way of business and with the
authority of the partnership, title passes to Damascus.
If the sale is in the name of but without authority of the partnership title passes to
Damascus but the partnership may recover it from him.
If the sale is in the name of but without authority of the partnership, title passes to
Damascus and will not be recovered from him by the partnership if the act of selling
is in the usual business and Damascus did not know of the partner’s lack of authority.
Question 2 2 / 2 points
Valle and Dizon entered into a real estate partnership. Valle learned that Kilat is interested in buying a
lot of the partnership worth Php 400,400 even at a price of Php 800,800. Without informing Dizon,
Valle convinced Dizon to sell to him his share in the partnership. Then Valle sold the land to Kilat.
Question 3 2 / 2 points
X, Y and Z are partners in a business with a total capital contribution of P3,000,000. In the course of
operating the business, the partnership became indebted to C in the amount of P4,500,000.
Subsequently, W became indebted to C in the amount of P4,500,000. Subsequently, W was admitted
as a new partner with a contribution of P1,000,000. Much later, the partnership became indebted to T
in the amount of P4,000,000. The partnership is insolvent and the only assets is the original capital of
P3,000,000 plus the newly contributed capital of P1,000,000 by W.
W is not liable for the obligation of P4,500,000 in favor of C since he was not yet a
partner when it was incurred
Question 4 2 / 2 points
Question 5 2 / 2 points
Partners who are creditors of the partnership have the right to demand for the payment of their credits
first even before partnership creditors, other than partners, get paid.
True
False
Question 6 2 / 2 points
Question 7 0 / 2 points
Kioski & Company is composed of five (5) members - Apple, Mark Anthony, Donna-Mae, Jenirose and
Rechelle. In a case for collection of sums of money filed by Banco de Oro (BDO) for the loan
contracted by the Company, BDO accepted an offer of compromise from Apple, Mark Anthony and
Donna-Mae to settle the case. Before BDO’s acceptance of the offer, Jenirose and Rechelle informed
BDO that they opposed the offer. Is the compromise binding upon the partnership?
NO, the act is not purely an act of administration which requires unanimous decision.
YES, the partners are agents having the authority to act for partnership.
YES, the acts of the majority shall prevail over the opposition of the minority.
Question 8 0 / 2 points
A partnership suffered losses in the first year of its operation. Chloe, a capitalist partner, cannot
contribute an additional share to the capital because of insolvency. Can Chloe be obliged to sell her
interest to the other partners?
YES, Chloe’s refusal to contribute her additional share is reflective of her lack of
interest in the business.
Question 9 2 / 2 points
A and B are partners engaged in the real estate business. A learned that C was interested in buying a
parcel of land owned by the partnership, even for a higher price. Without informing B, A was able to
make B sell to him (A) his (B’s) share in the partnership. Then A sold the land at a big profit.
The partnership is dissolved when A became he sole owner of the shares in the
partnership.
The sale of the land to C is void since it was without the knowledge of B.
Question 10 0 / 2 points
Genson and Geonzon are partners, with Genson as the managing partner. Gica is indebted to
Geonzon in the amount of Php 100,000.00 and to the partnership in the amount of Php 50,000.00.
Assuming that both debts are due and demandable, Gica paid Geonzon Php 30,000.00. Which of the
following is correct?
The Php 30,000.00 should be divided equally between the two credits.
Question 11 2 / 2 points
Asela and Bernardita are partners in AB Partnership. The partnership owns a building as a specific
partnership property.
Q1: Suppose Asela wants to borrow money from Banco de Oro for himself. Can he offer the
partnership building as collateral for the loan without the consent of his partners?
Q2: In the preceding question, can Asela offer her one-half interest in the building as collateral?
Q3: May Bernardita use her share in the partnership profit to support the livelihood of her children?
No, Yes, No
Yes, No, No
Question 12 2 / 2 points
Partnership with capitalization of P3,000.00 with Articles of Partnership but not registered with the
Securities and Exchange Commission is valid.
True
False
Question 13 2 / 2 points
One or more, but less than all the partners, have no authority to perform the following acts, except:
Do any act which make it impossible to carry on the ordinary business of the partners.
Question 14 2 / 2 points
A partner whose connection with the partnership is open and public, such as by including his name in
the firm name of the partnership is
Dormant partner
Secret partner
Nominal partner
Ostensible partner
Question 15 0 / 2 points
A and B are partners in buying and selling automobiles. A, by the partner’s agreement, was authorized
to buy any immovable on a cash basis, never on the installment plan. One day A bought on installment
plan a parcel of land with improvements from X, a client. X did not know of A’s lack of authority. A’s
purchase was made on behalf and in the name of the partnership. Is the partnership bound?
Yes, because although A was not really authorized, still for “apparently carrying on in
the usual way the business of the partnership” A is implicitly authorized and X did not
know of A’s lack of authority.
No because A failed to obtain the consent of all partners although he was authorized
to buy any immovable.
Yes because all transaction made by any partners with third person is valid provided
the latter acted in good faith.
No, because A was not really authorized to buy on installment plan and the same is
not “apparently carrying on in the usual way the business of the partnership”.
Question 16 0 / 2 points
1st Statement: The arrival of the term of a partnership with a fixed term or period shall not dissolve the
partnership if the partners continue with the business of the partnership but such partnership may be
terminated anytime dependent on the will of the continuing partners.
2nd Statement: The general rule is that the loss of the specific thing contributed to the partnership
dissolves the partnership when only the use of the thing is contributed by the partner and such thing
after its transfer to the partnership which used the same for some time was subsequently lost, the
partnership is not dissolved.
Question 17 0 / 2 points
De Vera and Dela Calzada contributed Php 20,000.00 each while Lagustan, his time and effort. At the
end of the year, their partnership suffered a loss of Php 60,000.00. Assuming that Lagustan cannot
contribute additional share to the capital because of insolvency, can he be obliged to sell his interest to
the other partners on the ground of such refusal?
Question 18 2 / 2 points
C, a partner in “C” partnership, assigns his interests in “Y” partnership to X, who is not made a partner.
After assignment X asserts the right to:
II only
III only
II and III
I and III
Question 19 2 / 2 points
If upon the death of the wife, the husband continues to manage the former conjugal properties now
owned by him and the common children, and said children allow their father to so manage the
property, without even causing their rights to the property to be recorded in the Office of the Register of
Deeds or in the Assessor’s Office, what kind of partnership is created?
De facto partnership
De jure partnership
Partnership by estoppel
Particular partnership
Question 20 2 / 2 points
A, B, C and D are partners where A contributed P400,000, B and C P200,000 each and D is an
industrial partner. ABCD partnership became indebted to T in the amount of P 1,800,000.
T can hold A, B and C liable for P1,800,000 for being the capitalist partners.
T must first exhaust the partnership assets amounting to P800,000 and then hold A,
B, C and D jointly liable for the balance of P1,000,000.
T must first exhaust the partnership assets amounting to P800,000 and then hold A,
B, C and D jointly liable for the balance of P1,000,000. D after paying T P250,000 can
hold liable A B and C for reimbursement so that in the end as industrial partner he
does not become liable for loss among themselves.
T must first exhaust the partnership assets amounting to P800,000 and then hold A,
B, C as the capitalist partners liable jointly for the payment of P1,000,000.
Question 21 0 / 2 points
In the articles of partnership, may perform all acts of administration with or without
the consent or even against the opposition of all other partners
In the articles of partnership, his power is irrevocable except for a just and lawful
cause
After the formation of the partnership, his power may be revoked anytime with or
without cause.
In the articles of partnership, may be revoked even without a just or lawful cause
provided a vote of the partners with controlling interest has been made.
Question 22 2 / 2 points
False
Question 23 2 / 2 points
Jiecel, Ghenee and Ace are all capitalist partners, with Ace having contributed the least amount to the
partnership capital for financial reasons. Ghenee and Ace are designated as the managing partners.
They agreed that in case of profits, the three shall divide proportionately divide the profits among
themselves. However, in case of loss, they agreed that Ace shall not share in the losses. The
partnership then purchased on credit three (3) units of fire extinguisher with a total cost of P40,000.00.
On the due date, the partnership failed to pay off its obligation. May Ace be exempted from liability?
YES, because the parties may agree on such terms, conditions or stipulations they
may deem convenient.
YES, because the agreement to exclude Ace from losses equally applies when it
comes to liabilities.
NO, because the agreement to exempt any partner from liability is void.
Question 24 2 / 2 points
A partner who has no voice or say in the management of the affairs of the partnership is
Secret partner
Dormant partner
Nominal partner
Silent partner
Question 25 2 / 2 points
Principal
Preparatory
Aleatory
Commutative
Question 26 2 / 2 points
Unless otherwise provided in a general partnership agreement which of the following statements is
correct when a partner dies?
Q2: The deceased partner's estate would be free from any partnership liabilities.
No, Yes, No
Question 27 0 / 2 points
Alterra and Bavadia agreed on May 30, 2020 that they will contribute P20,000 each to form a
partnership for the purpose of engaging in the business of buying and selling palay for a period of three
(3) years. They agreed to organize it on July 1, 2020 and start with the operation on July 15, 2020.
They registered it with the SEC and the certificate of registration was issued July 30, 2009. When is
the partnership formed?
July 1, 2020
Question 28 2 / 2 points
Newly admitted partners are liable for partnership obligations incurred even before their admission.
True
False
Question 29 2 / 2 points
True
False
Question 30 2 / 2 points
Pinong, Ondoy, Gabby and Isaac are partners in POGI Enterprise. Not having established yet their
credit standing, the four partners requested Xerex, a well-known investor and businessman, to help
them to negotiate a contract of loan from Crisostomo, a money lender. With the consent of Pinong,
Ondoy, Gabby and Isaac, Xerex represented himself as a partner of POGI Enterprise. Thereafter,
Crisostomo granted a loan of five hundred thousand pesos (P500,000) in favor of POGI Enterprise.
What kind of partner is Xerex?
Ostensible Partner
Nominal Partner
Secret Partner
Dormant Partner
Question 31 2 / 2 points
Strictly speaking, the following are all essential elements of a partnership, except:
Mutual Agency
Lawful object
Question 32 0 / 2 points
FIRST: As a general rule, a partner can manage the business of the firm. Whereas, a stockholder
cannot manage the affairs of the corporation.
SECOND: A partner can sue in his name a partner who mismanages. Whereas, a stockholder cannot
sue in his name a member of the Board of Directors who mismanages.
True, False
True, True
False, True
False, False
Question 33 2 / 2 points
Which of the following is false with respect on sharing of profits and losses?
If there is no loss sharing agreement but there is a profit sharing agreement in which
the industrial partner is entitled to a profit ratio, the industrial partner becomes liable
for the losses of the partnership in the same proportion as his profits sharing ratio.
In the absence of any profit sharing and loss sharing agreement, the profit and loss
shall be divided among the capitalist partners equally.
If there is no profit or loss sharing ratio and there is an industrial partner, he is totally
exempt from sharing in the loss.
Question 34 0 / 2 points
Ariza - P50,000.00
Blanch - 30,000.00
Cathy - 20,000.00
The partnership incurred obligations from third persons which it failed to pay off. After exhausting
the assets of the partnership, there remains an outstanding obligation of P10,000.00. How much shall
be the obligation of the partners?
P5,000.00; P3,000.00; P2,000.00; 0
Question 35 0 / 2 points
Unless authorized by the other partners, one or more but less than all the partners have the authority
to:
Either A or B
Neither A nor B
Question 36 2 / 2 points
Charlie & Keith Company has a minimum capitalization of P50,000.00, but the contract is not written in
a public instrument and is not recorded with the Securities and Exchange Commission. Which of the
following is correct?
The partnership does not acquire a juridical personality.
Question 37 2 / 2 points
True
False
Question 38 0 / 2 points
Andy and Bentong contributed P500,000 each to buy a townhouse. After a year, they
sold the townhouse to Conching for P1,400,000.
The father and three sons co-own a coconut land which they inherited from a
deceased member of the family. They used the income of the land in buying five (5)
units of buses.
Question 39 2 / 2 points
What is the remedy of capitalist partners against an industrial partner who engaged in a business for
himself without the express permission from the partnership?
Question 40 2 / 2 points
Ninoy, Nanay and Noynoy are partners in NNN Co.. Their contributions are Php 50,000.00, Php
100,000.00, and hard work, respectively. After paying partnership liabilities, the excess partnership
assets is Php 30,000.00 only. In the absence of stipulation, what is the share of Noynoy in the net
assets?
Php 10,000.00
Php 0.00
Php 30,000.00
Question 41 0 / 2 points
Q1: If Folloso is a personal creditor of Alfonso in the amount of P20,000 will he be preferred over
Emata?
Q2: If Gonowon is a personal creditor of Bachiller, will he be preferred over Emata on the
personal assets of Bachiller?
Yes, No
Yes, Yes
No, No
No, Yes
Question 42 2 / 2 points
In case of winding up of a general partnership, partners are entitled for the return of their capital
contribution first before their share in the profits.
True
False
Question 43 0 / 2 points
As a general rule, a partner cannot ask for a formal accounting of the affairs of the partnership during
its existence and before it is dissolved, except:
Question 44 2 / 2 points
All partners, including industrial ones, may participate in the management of the partnership.
True
False
Question 45 0 / 2 points
Which of the following contracts of partnership will not affect its validity even if it is not contained in a
public instrument?
Limited partnership
Question 46 0 / 2 points
The following may be causes for judicial dissolution by court decree, except:
Any conduct which would prejudicially affect the business of the partnership
A capitalist partner engaged for his own account in an operation that is of the kind of business which
the partnership is engaged. Said capitalist partner can be
Compelled to bring to the common funds of the partnership any profits accruing to him
from his transactions.
Compelled to sell his interest in the partnership to the other capitalist partners.
Question 48 0 / 2 points
Any partner can represent the partnership in obtaining loans from banks.
True
False
Question 49 0 / 2 points
Question 50 2 / 2 points
True
False
Question 51 0 / 2 points
The rule is that the designation of the share of the partners in the profits and losses cannot be
entrusted to only one of the partners but to all. However, the rule allows the designation of the share of
the partners to be entrusted to a third which can be questioned or impugned by the partners if such
designation is manifestly inequitable. Within what time should the action or question be brought?
Boy, Charlene, Kristina and Toni are partners. Boy purchased in installment basis, one unit Toyota
Van, for and in behalf of the corporation. On the due date, Boy used the money intended for the
monthly amortization and, thus, failed to pay the monthly amortization. Who can be held liable to pay
the monthly amortization?
The partnership and the partners are liable in their personal capacity.
Question 1 0 / 2 points
Zarco & Sons is a limited partnership composed of three (3) partners, namely Frank Anthony, Rodel and Filoteo.
The partners are the sons of Ana Liza Zarco who has retired from business but who suggested that they include
his name in the firm to give them an advantage since she is well-known in the business community.
I. Ana Liza Zarco shall have all the rights of a general partner.
II. Ana Liza Zarco shall have all the liabilities of a general partner.
Question 2 2 / 2 points
Which of the following is not true about the assignment of a limited partner’s interest?
The substitution of the assignee as a limited partner generally releases the assignor from
liability.
A limited partner can assign his interest, even without unanimous consent.
The substituted limited partner has all the rights and powers, and is subject to all the
restrictions and liabilities of his assignor.
An assignee, who does not become a substituted limited partner, has no right to require any
information or account of the partnership transactions. An assignee is entitled to receive his
assignor’s share in the profits, even if he does not become a substituted limited partner.
Question 3 0 / 2 points
When can a limited partner receive his contributions without need of unanimous consent?
Question 4 2 / 2 points
Corporation X has a statement of capital stock in its articles of incorporation but it was stated in the same articles
that dividends are not supposed to be declared, that is, there is no distribution of retained earnings. Corporation X
is:
Stock corporation
Corporation by estoppel
Corporation by prescription
Question 5 2 / 2 points
Question 6 2 / 2 points
True
False
Question 7 2 / 2 points
A, B, C, D and E distributed calling cards identifying themselves as directors of Summit Corporation, to several
individuals during a business conference. In reality, however, no such corporation is registered with the
Securities and Exchange Commission. X, who received a calling card granted credit amounting to P50,000.00 to
“Summit Corporation” believing that such a corporation really existed. When the supposed corporation was
unable to pay, X brough a court action against it. At that time, “Summit Corporation” had assets of P30,000.00.
Which of the following is correct?
X cannot allege the lack of juridical personality on the part of “Summit Corporation” because
he is stopped from doing so.
Summit Corporation is liable only up to P30,000.00, its remaining assets, since it is different
from A, B, C, D and E who are not liable in their individual capacities.
A, B, C, D and E can move for the dismissal of the court action because “Summit
Corporation” has no personality of its own.
X can go after the separate assets of A, B, C, D and E after exhausting the assets of “Summit
Corporation”.
Question 8 2 / 2 points
A corporation cannot, in the middle of its operation, demand for the payment of par value shares.
True
False
Question 9 2 / 2 points
All, except one, are correctly arranged according to preference in the distribution of assets of a limited
partnership: (*P*=partnership, LP=limited partner, GP=general partner)
Question 10 2 / 2 points
A corporation engaged in real estate business may likewise engaged into trading bottled waters to its clients
provided the same is approved by the management.
True
False
Question 11 2 / 2 points
False
Question 12 2 / 2 points
True
False
Question 13 2 / 2 points
Question 14 0 / 2 points
Thea subscribes to 1,000 common shares of Prime Philippines & Jewelry Shop, Inc. at P10.00 per share or
P10,000.00 . Before Thea could pay off the P10,000.00, Prime Philippines & Jewelry Shop, Inc. register the
same in the name of its trustee, Asia Prime Holdings. The shares subscribe by Thea are
redeemable shares
treasury shares
convertible shares
shares in escrow
Question 15 2 / 2 points
Mr. Taboada is elected as President of the Board of Directors of CJS Janitorial Services Corporation. As part of
his perks, Mr. Taboada is given the privilege to maintain his own office. Accordingly, Mr. Taboada instructed his
secretary, Jeraly Nova, to call Moongold Furniture Industries, with whom Jeraly Nova ordered for the delivery of
classy and luxurious sala set, cabinets and other stuffs for Mr. Taboada’s office. In payment of the purchases, Mr.
Taboada issued a post-dated check (PDC). Two (2) months have elapsed, CJS Janitorial Services sent Mr.
Taboada a notice that the PDC was dishonored for the reason “DRAWN AGAINST INSUFFICIENT FUNDS”.
Which of the following statements is/are correct?
CJS Janitorial Services Corporation is liable for the purchases of Mr. Taboada
because while it is a separate entity from its stockholders, a corporation undertakes to
be solidarily liable for liabilities incurred by the stockholders/officers in the exercise of
their official function.
Mr. Taboada is liable for the payment of the purchases because while it appears that it was the
corporation which transacted with Moongold Furniture Industries, Mr. Taboada exceeded the
bounds of his authority. As such, he is merely using the corporation as a mere instrumentality
to advance his own interest.
Mr. Taboada is liable for the value of the PDCs, as well as damages, for having issued the
PDC against an account which is not funded.
CJS Janitorial Services Corporation is liable for the acts entered into for, and in its own name.
Question 16 0 / 2 points
General partners shall have no right to perform the following acts without the written consent or ratification by
all the limited partners, except
No answer given
Admit a person as a limited partner, unless the right to do so is given in the certificate
To have the partnership books kept at the principal place of business of the partnership
Question 17 2 / 2 points
True
False
Question 18 2 / 2 points
First: Corporations must be composed of any number, but not more than
fifteen (15), stockholders/members.
Question 19 2 / 2 points
The holders of non-voting shares shall be entitled to vote on the following matters, except
Merger or consolidation
Question 20 2 / 2 points
True
False
Question 21 2 / 2 points
Third: A partner may be a limited and general partner at the same time.
Fourth: A partnership intended to be formed as a limited partnership but without the word “Limited” or “Ltd.”
appended to its name shall be considered a general partnership.
Question 22 2 / 2 points
Ayala Holding, Inc. (AHI) owns Ayala Center Cebu, Inc.(ACCI). Majority of the officers of ACCI are also
officers of AHI. In its thrust to make shopping more convenient and comfortable for the shoppers, ACCI
constructed a new parking area/terminal for its customers, which will be available free of any charge. In line
therewith, ACCI contracted Makati Construction Development Corp. (MCDC). Which of the following
statements is correct?
ACCI shall be liable with AHI for the contract price because majority of the officers of both
ACCI and AHI are the same, thereby applying the principle on piercing the veil of corporate
entity.
ACCI shall be liable for the contract price for the construction of its parking area/terminal
because it can not be presumed that its officers abuse their authority, they being the officers
also of AHI.
ACCI shall be liable for the contract price for the construction of its parking
area/terminal because it is a corporation separate and distinct from AHI.
ACCI shall be liable with AHI for the contract price applying the principle instrumentality
principle, the officers of AHI being used to advance the interest of ACCI.
Question 23 0 / 2 points
No par value shares can not be issued by banks, trust companies, insurance companies, public
utilities, building and loan association, unless indicated in the certificate of incorporation
No par value shares can be issued without being fully paid unless there is a promise to pay in
writing and duly notarized
No par value shares can not be issued with preference as to assets or as to dividends
Question 24 2 / 2 points
True
False
Question 25 0 / 2 points
FIRST: Preferred stocks/shares are non-voting shares.
Question 26 2 / 2 points
True
False
Question 27 2 / 2 points
A non-stock corporation is one where none of its income is used for the furtherance of the
purpose or purposes of the corporation.
A non-stock corporation is one where only a portion of its income can be declared as
dividends.
Question 28 2 / 2 points
The separate personality of the corporation is a shield against personal liability of its officers and stockholders.
True
False
Question 29 0 / 2 points
Right of the stockholders to participate in the management of the affairs of the corporation is manifested by
right to vote
Question 30 2 / 2 points
Insolvency of a partner
Expulsion of a partner
Question 31 2 / 2 points
Question 32 2 / 2 points
Within thirty (30) days from the receipt of the notice of the issuance of the certificate of
incorporation.
Question 33 0 / 2 points
In all of the following instances, a limited partner may be exempt from any liability of the partnership except
Whenever a limited partner’s surname does not appear in the partnership name
Whenever the limited partner, upon ascertaining his mistake, promptly withdraws his capital
contributions in the business
Whenever a limited partner, upon ascertaining his mistake, promptly renounces his interest in
the profits of the business
Whenever the limited partner does not vote in any of the meetings of the partnership
Question 34 2 / 2 points
In which of the following corporations will those composing the corporation be liable as general partners?
De jure corporation
Corporation by estoppel
Corporation by prescription
De facto corporation
Question 35 0 / 2 points
True
False
Question 36 2 / 2 points
SAROMINES, MONTEBON & MENCHAVEZ Law and Accounting Firm (The Firm) opened a partnership in
January 2013, with Jonathan Saromines and Gemini Montebon as limited partners. In the course of doing
business, Jonathan Saromines, acting for and on behalf of the partnership, contracted with LEAD Realty
Development Corporation (the Corporation) for the former to render its accounting services. The Firm
demanded, as it did receive, an advance payment in consideration of the contract of 50% of the contract price. A
month after, The Firm made an ninety-degree turn and returned all the documents and books of the Corporation
without any reason. Immediately, the Corporation, through its President, demanded for the return of the amount
advanced by The Firm. Which of the following is/are correct?
All the partners are solidarily liable for the return of the contract price, for and as advance
payment with the partnership.
Lau Menchavez is the only partner liable for the partnership obligation after all its assets are
exhausted.
Jonathan Saromines shall be solidarily and simultaneously liable for the return of the amount
advanced by the Firm.
No answer given.
Question 37 2 / 2 points
An Articles of Limited Partnership must be registered with the Securities and Exchange Commission.
True
False
Question 38 0 / 2 points
Nineteen (19) USJ-R Culinary students agree to form a corporation with Philippine Culinary Corporation to be
known as Great Asian Culinary, Inc. (GAC), the latter being composed of fifty (50) stockholders. Each of the 19
student-stockholders owns one (1) share of the GAC.
First: Any student-stockholder of Great Asian Culinary, Inc. (GAC) may sell or
otherwise dispose of his share in the corporation.
Second: GAC, Inc. may impose that the affairs of the corporation shall be managed by the Board of Directors,
and not by the stockholders.
Question 39 2 / 2 points
A limited partnership is one formed by two or more persons who are:
Limited partners
General partners
Question 40 0 / 2 points
Second Market value may be determined by dividing the net value of the total corporate assets by the number of
shares issued or outstanding.
Question 41 2 / 2 points
Randi Torregosa, Renato Galeon, Waldemar Gravador, Ramon Torregosa, and Chevrolie Maglasang formed a
limited partnership, with Randi as a Limited Partner. Randi has the liability of a general partner except:
Question 42 0 / 2 points
It is a corporation exercising corporate power for such a long length of time as to raise assumption of the grant of
an ancient charter to its predecessors
Corporation by prescription
Corporation by estoppel
De jure corporation
De facto corporation
Question 43 2 / 2 points
This share can be acquired by the corporation even without unrestricted retained earnings
Par value shares
Redeemable shares
Treasury shares
Founder’s shares
Question 44 2 / 2 points
True
False
Question 45 0 / 2 points
Limited partners have the guaranteed right to demand that their capital.
True
False
Question 46 2 / 2 points
The number of limited partners must be greater than the number of general partners, that is,
3:1.
It is enough that there is one limited partner; the rest may all be general partners.
The number of limited partners must be equal to the number of general partner, that 2:2.
Question 47 0 / 2 points
Persons composing a corporation by estoppel can deny liability by alleging that such corporation has not been
granted a corporate charter.
True
False
Question 1 0 / 2 points
Dissolution of the partnership terminates the authority of the partners to act for the partnership except
By an act of an insolvent partner with one who has not known of such insolvency.
By an act of a partner who has known of the death of a partner, which death has
caused the dissolution of the partnership.
By an act of a non-liquidating partner with one who has not previously extended
credit to the partnership and the dissolution is not advertised in a newspaper of
general circulation in the locality.
Question 2 2 / 2 points
Foreign corporations
Are not permitted to transact business in the Philippines until after they have obtained
a license for the purpose from SEC.
If found to be engaged in business without any license, they are not permitted to sue
in any court or administrative agency of the Philippines but may be sued.
Are organized under the laws of countries other than the Philippines.
Question 3 2 / 2 points
True
False
Question 4 0 / 2 points
Under its Articles of Incorporation, Cebu General Services, Corp. (hereinafter referred to as the
“Corporation”) shall exist for a term of thirty (30) years. The Corporation intends to extend its corporate
term this year, 2021, which is its 25th year in business operation. For purposes of extending corporate
term, which of the following statements is true?
The Corporation may extend its corporate term until 2055.
The resolution authorizing the extension of the corporate term must be approved in a
meeting attended to by the stockholders representing one – half of the outstanding
capital stock.
The intention to extend the corporate term may not be acted upon by the board of
directors and the stockholders.
Question 5 0 / 2 points
True
False
Question 6 0 / 2 points
A and B orally formed a partnership two years from today, each to contribute P10,000.00. If the arrival
of the period, one refuses to go ahead with the agreement, can the other enforce the agreement?
YES, because the partnership contract is not governed by the statute of frauds.
Question 7 2 / 2 points
A corporate stockholder sold his share to another, but the sale has not been recorded in the books of
the corporation. The sale is:
The sale is perfectly valid as between the buyer and the seller.
The sale is void because the corporation has no consent in the sale of share of stock.
The sale is void because it was not registered in the corporate book.
The sale is valid only if the same be registered in the corporate book.
Question 8 2 / 2 points
In 2019, Janine Sarus subscribed to 100 shares at par value of P10.00 each share of Garcia Corp. or a
total of P1,000.00. Ms. Sarus made an initial payment of P500.00, leaving a balance of P500.00.
However, Ms. Sarus failed to pay within thirty (30) days from the due date, thus, her subscription
became delinquent. In December 2020, Garcia Corp. declared cash dividends to its stockholders. Is
Ms. Sarus entitled to receive dividends?
NO, because a shareholder shall have no right to dividends until and unless the
subscription is paid in full.
YES, because a delinquent share is entitled to dividends.
NO, because a delinquent stock shall not be voted for or be entitled to vote or to
dividends.
Question 9 2 / 2 points
It is the total shares of stocks issued under binding subscription agreements to subscribers or
stockholders, whether or not fully paid, except treasury shares.
Question 10 0 / 2 points
First: Contracts entered into by corporations with interlocking directors are valid.
Second: Suppose Ramon Co owns a minority holding of Roses Pharmacy Corporation, and the latter
contracts with Three-sixty-five Corporation. Any such contract shall be governed by the rule on
self-dealing directors.
Question 11 0 / 2 points
First: A corporation’s authorized capital stock is deemed increased from the time the resolution calling
for its increase is approved.
Second: The approval must be made by majority of the board of directors, and ratified by the 2/3 of the
stockholders.
Question 12 2 / 2 points
In the event that a person receives a salary from the partnership out of the profits, that person is a
partner.
True
False
Question 13 0 / 2 points
A corporation commences its existence from the issuance of the certificate of incorporation, which one
is the exception?
Educational corporation
Close corporation
Widely-held corporation
Religious corporation
Question 14 2 / 2 points
An appraisal right is the right of the corporation to purchase shares of stocks of stockholders.
True
False
Question 15 2 / 2 points
Pierta Linda, Kimberly and Earl are partners who own and manage business for a janitorial services,
with Earl as the industrial partner. In a Sunday evening, a burglar climbed over the fence of the
premises of the partnership. Earl, startled and shocked, took his .45 caliber pistol from his drawer and
fired at the burglar, who was hit in the chest causing his instantaneous death. In case the partners
have not appointed a managing partner, which of the following statements is NOT correct?
Anyone of them may disburse funds of the partnership for the payment of the
compensation of the employees.
Pierta Linda, Kimberly and Earl may sign a contract for the provision of janitorial
services.
Any one of them may reconstruct the premises for the improvement of the
partnership.
In case the three (3) of them do not agree with important decisions relating to the
management of the business, then, the decision of the controlling majority shall
prevail.
Question 16 0 / 2 points
First: A vacancy in the board due to removal or death of one of the directors/trustees may be filled by
the remaining directors/trustees, provided they still constitute a quorum.
Second: The director/trustee so elected shall hold office for the same term as the director/trustee who
is removed, or who has died.
Question 17 2 / 2 points
The right of dissenting stockholders to demand payment of the value of their share shall cease:
When the demand for payment is withdrawn with the consent of the corporation
When the proposed corporate action is disapproved by the SEC where such approval
is necessary
Question 18 2 / 2 points
A managing partner who fails to contribute the funds/amount that he promised to the partnership shall
be liable for legal interest beginning on the maturity date.
True
False
Question 19 2 / 2 points
To call and conduct the election of a director to fill a vacancy in the board occasioned
by death of one of its members.
Question 20 2 / 2 points
A and B are partners in A&B Partnership. A owns two parcels of land which he contributed to the
partnership. B owns six trucks which he contributed to the partnership. The profits of the land and the
trucks were also included as contributions. The properties contributed are all what A and B own. The
partnership is:
Particular partnership
Universal partnership
Question 21 2 / 2 points
True
False
Question 22 0 / 2 points
Industrial partner
General partner
Managing partner
Question 23 0 / 2 points
True
False
Question 24 2 / 2 points
Question 25 0 / 2 points
True
False
Question 26 2 / 2 points
Right of the stockholders to participate in the management of the affairs of the corporation is
manifested by
right to vote
Question 27 0 / 2 points
True
False
Question 28 0 / 2 points
Stockholders owning majority of the shares of stocks may file a derivative suit to protect the interest of
the corporation.
True
False
Question 29 2 / 2 points
All of the close corporation's issued shares shall be held of record by not more than
15 persons
19 persons
20 persons
10 persons
Question 30 0 / 2 points
These statements pertaining to the right of a stockholder to inspect the books and records of a
corporation were presented to you for evaluation:
Question 31 0 / 2 points
What is the voting proportion required for the voluntary dissolution of the corporation?
Majority votes of the board of directors and majority vote of the outstanding capital
stock.
Majority vote of the board of directors and majority vote of the stockholders.
Majority votes of the board of directors and 2/3 votes of the outstanding capital
stock.
Majority vote of the board of directors and 2/3 vote of the stockholders.
Question 32 2 / 2 points
A limited partner in a limited partnership manages the business of the partnership but
cannot perform acts of ownership without the consent of all the limited partners.
Additional limited partners may be admitted into the limited partnership with consent
of all the partners.
Valid contributions of a limited partner are money and property but not services.
Question 33 0 / 2 points
For purposes of requesting the issuance of a new certificate of stock in lieu of the lost one, the fact of
loss must be published in a newspaper of general circulation at least once a week for two consecutive
weeks.
True
False
Question 34 2 / 2 points
In case of winding up of a general partnership, partners are entitled for the return of their capital
contribution first before their share in the profits.
True
False
Question 35 2 / 2 points
Every contract of partnership having a capital of three thousand pesos or more, in money or property,
shall appear in a public instrument, which must be recorded in the Office of the Securities and
Exchange Commission. Failure to comply with this requirement
affects the liability of the partnership to third persons and the partnership has no legal
personality.
does not affect the liability of the partnership to third persons and the partnership still
has a legal personality.
Question 36 0 / 2 points
All the partners are liable after exhaustion of partnership assets to the extent of their
personal property.
The partners are liable pro-rata for the contractual liabilities of the partnership.
Question 37 2 / 2 points
All the properties which shall belong to each of the partners after the constitution of
the partnership.
All the properties which belong to each of the partners at the time of the constitution
of the partnership, as well as properties which each may acquire thereafter.
All the properties which belong to each of the partners at the time of the constitution
of the partnership.
Question 38 2 / 2 points
It is one brought by one or more of the stockholder or members in the name and on behalf of the
corporation to redress wrongs committed against it or to protect or vindicate corporate rights, whenever
the officials of the corporation refuse to sue, or are the ones to be sued or hold control of the
corporation.
Derivative suit
Mandamus
Individual suit
Quo warranto
Question 39 0 / 2 points
A corporation can compel a stockholder of redeemable shares to sell such shares back to the
corporation.
True
False
Question 40 2 / 2 points
True
False
Question 41 0 / 2 points
A limited partnership was formed in 2020 by X as general partner and Y and Z as limited partners. In
2021, X and Z got married. Did the marriage dissolve or change the form of the partnership?
First answer: YES, partnership is dissolved by the marriage because there is a change in equity and
status among the partners.
Second answer: NO, because spouses can enter into a universal partnership.
Question 42 2 / 2 points
If the partnership owns a commercial building, all partners are co – owners of the building.
True
False
Question 43 0 / 2 points
On 15 February 2021, a special meeting was called and attended by the stockholders and the
corporation’s Board of Directors. The special meeting was called for the increase of the corporation’s
authorized capital stock (ACS), and, other matters. The resolution calling for the increase of the ACS
was approved. When the agendum on “other matters” was called for discussion, one of the
stockholders moved for the removal of the corporate treasurer, Christian Suplig. The motion was
approved by the majority of the stockholders, then present at the meeting.
Suppose Lanie Tan forms a joint venture with Mercury Drug Corporation in her own personal capacity.
First: Lanie Tan is not liable to the corporation because the doctrine of business opportunity applies
only when a director acts by virtue of his office or corporate position.
Second: Lanie Tan may be liable to the corporation following the principle on self-dealing directors.
Question 44 0 / 2 points
X, Y, and Z are partners in XYZ Partnershp, Ltd. Y as limited partner. After five years of operations, the
partnership incurred debts in favor of third persons totaling P5,000,000.00. The total partnership assets
is P3,000,000.00. Who among the partners shall be liable with their separate property in favor of
creditors?
Question 45 2 / 2 points
Power to establish pension, retirement and other health care plans of the employees.
Question 46 2 / 2 points
The right given to the stockholders to dissent and demand payment of the fair value of their shares is
called:
Pre-emptive right
Right of proxy
Appraisal right
Stock right
Question 47 0 / 2 points
First: A de jure corporation is the same as a de facto corporation in that both acquire juridical
personality separate and distinct from the stockholders composing them.
Second: A de jure corporation is the same as a de facto in that the state may not question the authority
of their existence.
Question 48 2 / 2 points
Stocks subscribed form part of the trust fund of the corporation for the benefit of corporate creditors.
True
False
Question 49 0 / 2 points
False
Question 50 0 / 2 points
Which of the following does not constitute a ground to suspend or revoke corporate franchise?
Failure to comply with, or defiance of, a lawful order of the Securities and Exchange
Commission (SEC) which defiance or noncompliance constitutes grave violation of
corporate franchise.
Question 51 2 / 2 points
True
False
Question 52 2 / 2 points
Samy, an American national, was elected President of Eagle Transport, Inc., a corporation organized
under Philippines laws. Likewise, Juan, a Filipino citizen was elected Secretary and Treasurer of the
said corporation at the same time. Some stockholders of the corporation questioned the legality of the
election of Sam and Juan.
The election of Sammy is illegal because being an American national he is not
qualified to hold the position of President of a domestic corporation.
There is nothing illegal with the election of Sammy and Juan because the same does
not violate any provision of the Corporation Code of the Philippines.
The election of Sammy is legal because the President of a corporation need not be a
citizen of the Philippines except in 100% nationalized corporation but the election of
Juan is illegal because the positions of Secretary and Treasurer cannot be held by a
single individual simultaneously.
The election of Juan is legal because an officer except the President can hold two
positions in the corporation in a concurrent capacity but the election of Sammy is
invalid because he is not a Filipino citizen.
Question 53 2 / 2 points
True
False
Question 54 0 / 2 points
FIRST: A de jure partnership is one which has complied with all the legal requirements for the
establishment of a partnership.
SECOND: An ostensible partnership is one whereby the partners are precluded from denying or
disproving the existence of the partnership.
THIRD: A secret partnership is one wherein the existence of the partnership is not made known to the
public by any of the partners.
FOURTH: A professional partnership is one formed for the exercise of profession.
Question 55 2 / 2 points
Zwinger Inc., a corporation duly organized and existing under the laws of the Philippines, is principally
engaged in the manufacture of styro and other plastic products. One of the active ingredients for the
manufacture of styro and plastic products is ammonia. To meet the increasing demands of the
corporation, it contracted with Kharl Zwinger, its Corporate President, for the supply of ammonia. What
is the status of the contract between the corporation and Kharl Zwinger?
VALID. Contracts entered into in good faith and are not fraudulent are valid.
Question 56 2 / 2 points
An appointed managing partner may sell properties used in the partnership business provided the
same is not classified as real property.
True
False
Question 57 0 / 2 points
A, B and C are partners engaged in retail business. Their contribution is P20,000.00 each. D is
admitted as a new partner with a contribution of P8,000.00. At the time of his admission, the
partnership has an outstanding obligation to E in the amount of P80,000.00. In this case:
D will be liable only if he knew of the liability of P80,000 at the time he joined the
partnership.
D is liable to E for this obligation so that after the assets of the partnership amounting
to P68,000.00 will be exhausted leaving a balance of P12,000.00, only A, B and C
shall be liable jointly or pro rata, out of their separate property.
D is liable to E for this obligation so that after the assets of the partnership will be
exhausted, leaving a balance of P12,000.00, all partners shall be liable jointly or pro
rata, including D, out of their separate property.
D is not liable to E for this obligation and his P8,000 contribution shall remain with the
partnership.
Question 58 2 / 2 points
True
False
Question 59 2 / 2 points
Question 60 2 / 2 points
Michael, Ryan and Orlando are partners. Michael contributed P150,000.00, Ryan P100,000.00 and
Orlando, P50,000.00. On dissolution, the assets of the partnership amounted to P500,000.00. The
partnership owes Marlene P70,000.00, Chrisalle P50,000.00, and Martin P20,000.00. How should the
accounts of the partnership be settled?
Payment to creditors who are partners - Payment to creditors who are not partners -
Share in the profits – Contributions to capital
Payment to creditors who are not partners - Payment to creditors who are partners -
Contributions to capital - Share in the profits