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Question 1 0 / 2 points

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.

Valle is liable to Dizon for Php 200,200.

Valle is liable to Dizon for Php 800,800.

Both Valle and Kilat are liable to Dizon.


Valle is liable to Dizon for Php 400,400.

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 liable for the obligation of P4,500,000 although contracted before he became a


partner up to the extent of his personal property

W is liable for the obligation of P4,500,000 although contracted before he became a


partner but only up to the extent of his contribution. With respect to the P4,000,000
debt in favor of T, W will be liable for its payment and subsidiarily up to the extent of
his personal property because it was incurred when he was already a partner in XYZ
partnership

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

W is liable for the obligation of P4,500,000 although contracted before he became a


partner but only up to the extent of his contribution

Question 4 2 / 2 points

All, except one, of the following are rights of a partner:

Right to admit another partner


Right to ask for the dissolution of the firm at the proper time

Right to associate another person to his share

Right to inspect and copy partnership books

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

Which of the following is not correct about a corporation and a partnership?

Both have successional rights.

Both requires law authorizing their creation.

Both can act only through agents.

Both acquire separate juridical personality.

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?

Cannot be determined because the capital contribution of the partners is not


indicated.

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?

NO, because there is actually no imminent loss of the business.

YES, provided that Chloe is paid the value of her interest.

NO, because her refusal is justifiable.

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.

A is liable to B for the latter’s share in the profit.

C is liable to B for the latter’s share in the profit.

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 apportioned between the two credits.

The Php 30,000.00 should be applied in full to the partnership’s credit.

The Php 30,000.00 should be applied in full to Geonzon’s credit.

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

No, No, Yes

Yes, Yes, Yes

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:

Convey partnership property in the ordinary course of partnership business.

Submit a partnership claim or liability to arbitration.

Do any act which make it impossible to carry on the ordinary business of the partners.

Renounce a claim of the partnership.

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.

Which statement is correct?

1st statement is true but 2nd statement is false


Both statements are true

1st statement is false but the 2nd statement is true.

Both statements are false

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?

Yes, because his refusal to contribute reflects lack of interest.

No, because his refusal is not deliberate.

No, because only De Vera and Dela Calzada must contribute.

Yes, provided he will be paid the value of his interest.

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:

I. Participate in the management of “Y” partnership


II. C’s share in the surplus profit
III. May compel the other partners that he (X) becomes a partner
X is correct as to which of these rights?

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

Which statement is false? A partner who has been appointed as manager

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

Partnership is fiduciary in nature.


True

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?

NO, because it is prejudicial to the vendor.

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

All, except one, are characteristics of a contract of partnership:

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?

Q1: The deceased partner's executor would automatically become a partner.

Q2: The deceased partner's estate would be free from any partnership liabilities.

Q3: The partnership would be dissolved automatically.


Yes, No, No

No, No, Yes

No, Yes, No

Yes, Yes, Yes

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

July 15, 2020

May 30, 2020

July 30, 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

A partner’s right in the partnership property is assignable.

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

Intention to divide profits

Contribution to a common fund

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 agreement on sharing of loss, it shall be apportioned among the


partners in accordance with their profit 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

A partnership is created with the following contributions from the partners:

Ariza - P50,000.00

Blanch - 30,000.00

Cathy - 20,000.00

Daniel - Industrial partner

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

P4,000.00; P4,000.00; P2,000.00; 0

Equal, that is, P2,500.00 each

P4,000.00; P3,000.00; P2,500.00; 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:

Compromise a partnership claim or liability

Assign the partnership property in trust for creditors

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.

The partnership still acquires juridical personality.

The partnership is voidable.

The partnership is void.

Question 37 2 / 2 points

General partnership is a formal contract.

True

False

Question 38 0 / 2 points

Which of the following constitutes a partnership?

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.

Rommel is an accountant in a partnership with a yearly salary amounting to 7% of


the annual net profit. Rommel, however, had no vote at all in the management of the
business.
Doy, borrowed P100,000 from Cory. It was agreed that Doy would return the money
in installment and that said installments would come from Doy’s profit in the
business.

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?

To compel him to sell his interest to the said capitalist partners

To exclude him from sharing in the profits of the partnership

To compel him to bring to the common funds any profits earned

To expel him from the partnership and claim for damages

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 3,000.00 – a just and equitable share

Php 0.00
Php 30,000.00

Question 41 0 / 2 points

Name of Partnership : ABAKADA Company

Name of Partners : Alfonso, Bachiller, Kapulong and Domingo

Remaining partnership assets : P100,000

Profit and loss sharing : Equally

Partnership Obligation : P60,000

Partnership Creditor : Emata

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:

When a partner is wrongfully excluded from the partnership business;

All are correct.

Whenever other circumstances render it just and reasonable;

When the right exists under the terms of any agreement;

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?

None of the above; all are void if no public instrument

Limited partnership

Two-storey bungalow structure was contributed

Capital is a Php 1,000,000.00 bank deposit

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

Refusal to allow a partner to participate in the management, unless otherwise agreed

Refusal to give the share of a partner in the profits

Any act which would amount to a violation of the partnership agreement


Question 47 2 / 2 points

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 dissolve or discontinue the operation of his business.

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.

Denied his share in the profits of the partnership.

Question 48 0 / 2 points

Any partner can represent the partnership in obtaining loans from banks.

True

False

Question 49 0 / 2 points

Which is not a ground for the automatic dissolution of a partnership?

By the insanity of any partner


By the civil interdiction of any partner

By the death of any partner

By the insolvency of any partner or of the partnership

Question 50 2 / 2 points

A partner has a right to associate another person to his share.

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?

Within one (1) year from the time he had knowledge

Within three (3) months from the time he had knowledge

Within six (6) months from the time he had knowledge

Within one (1) month from the time he had knowledge


Question 52 2 / 2 points

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?

Boy and the partnership are solidarily liable.

The partnership and the partners are liable in their personal capacity.

Boy is solely liable for being guilty of fraud.

The partnership is solely liable.

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.

Neither statement is FALSE.

First statement is TRUE, second statement is FALSE.


Either statement is TRUE.

First statement is FALSE, second statement is SECOND.

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?

Insanity of a general partner

Dissolution of the partnership


Upon arrival of the date fixed in the certificate of its return

If no date is fixed, within six months written notice to his partners

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

Non stock corporation

Corporation by estoppel

Corporation by prescription

Question 5 2 / 2 points

All except one are the rights of a limited partner:

To demand formal accounting of partnership funds.

To inspect and copy books of the partnership.

To receive the return of his contributions.


To ask for judicial or extrajudicial dissolution and winding up

Question 6 2 / 2 points

A non-voting share is entitled to vote in case of dissolution of the corporation.

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)

*P*-creditor, LP-creditor, LP-profits, LP-capital, GP-creditor

*P*-creditor, LP-creditor, LP-profits, LP-capital, GP-profits

*P*-creditor, LP-creditor, GP-creditor, LP-profits, GP-profits

*P*-creditor, LP-profits, LP-capital, GP-profits, GP-capital

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

A limited partner has no obligation for partnership obligations.


True

False

Question 12 2 / 2 points

Limited partnership is formal partnership.

True

False

Question 13 2 / 2 points

Which of the following statements is correct?

Eleemosynary corporation is one established for business or profit.

Corporation aggregate is one established for religious purposes.

Civil corporation is one established under the laws of the Philippines.

Lay corporation is one established for purposes other than religious.

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

Admit a person as a general partner

To have the partnership books kept at the principal place of business of the partnership

Question 17 2 / 2 points

A de facto corporation has the same rights as a de jure corporation.

True

False

Question 18 2 / 2 points

First: Corporations must be composed of any number, but not more than
fifteen (15), stockholders/members.

Second: An eleemosynary corporation is one devoted for charitable or benevolent purposes.

First statement is false, second statement is true.

First statement is true, second statement is false.


Either statement is false.

Neither statement is false.

Question 19 2 / 2 points

The holders of non-voting shares shall be entitled to vote on the following matters, except

Adoption and amendments of by-laws

Increase or decrease of capital stock

Merger or consolidation

Election and removal of directors

Question 20 2 / 2 points

A corporation is dissolved in case of change of shareholders.

True

False

Question 21 2 / 2 points

First: A limited partner may assign his interest to another person.


Second: As a rule, a partner shall be liable as a general partner if he allows the use of his surname to be
included in the partnership name.

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.

All statements are TRUE.

TRUE, TRUE, FALSE, FALSE

TRUE, FALSE, TRUE, TRUE

TRUE, FALSE, FALSE, TRUE

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

Which is correct about no par value shares?

No par value shares can be issued for less than P5.00

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

Corporations de facto cannot sue and be sued.

True

False

Question 25 0 / 2 points
FIRST: Preferred stocks/shares are non-voting shares.

SECOND: Redeemable stocks/shares are voting shares.

Neither statement is true.

First statement is TRUE, second statement is FALSE.

First statement is FALSE, second statement is TRUE.

Neither statement is false.

Question 26 2 / 2 points

A limited partner has all the rights of a general partner.

True

False

Question 27 2 / 2 points

What is a non-stock corporation?

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 none of its income is declared as dividends.


A non-stock corporation is one where at least a part of its income should be used for the
furtherance of the purpose or purposes of the corporation and the remaining shall be declared
as dividends.

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 be members of the board

right to vote

right to share in property & assets

right to receive dividends

Question 30 2 / 2 points

Which of the following may be a cause for involuntary dissolution?


Expiration of partnership term

Express will of any partner

Insolvency of a partner

Expulsion of a partner

Question 31 2 / 2 points

A limited partner shall the following rights except

grant loans to the partnership

demand and accept collateral security for loan obligations

to receive share in the assets pro rata

transact business with the partnership

Question 32 2 / 2 points

A corporation acquires juridical personality

Upon the filing of the articles of incorporation.


Upon the filing of the by-laws.

Within thirty (30) days from the receipt of the notice of the issuance of the certificate of
incorporation.

Upon 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

A corporation may have just one (1) corporation as an incorporator.

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.

First statement is true, second statement is false.

Neither statement is true.

Either statement is true.

First statement is false, second statement is true.

Question 39 2 / 2 points
A limited partnership is one formed by two or more persons who are:

Limited partner/s and general partner/s

Limited partner/s or general partner/s

Limited partners

General partners

Question 40 0 / 2 points

First No par value share always has an “issued value”.

Second Market value may be determined by dividing the net value of the total corporate assets by the number of
shares issued or outstanding.

First statement is false, second statement is true.

First statement is true, second statement is false.

Neither statement is true.

Either statement is true.

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:

The word “Limited” is not added to the firm name

He takes part in the control of the business

He is at the same time an industrial partner

His surname appears in the firm name

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

A corporation by estoppel is no corporation at all.

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

In a limited partnership where there are four (4) partners:

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.

All the partners must be limited partners.

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 any partner after dissolution of the partnership caused by an act,


insolvency or death of a partner.

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.

All of the above

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

A partner’s right in the partnership property is assignable.

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 corporate term may be extended as early as 2050.

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

Purely industrial partners need not contribute money or property.

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 prior agreement was voluntarily made.

YES, because the partnership contract is not governed by the statute of frauds.

NO, because the agreement was merely oral.


YES, since the agreement is to be enforced after one year from the making thereof,
the same should be in writing to be enforceable.

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?

YES, because Ms. Sarus remains a shareholder of the corporation.

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.

Outstanding capital stock

Authorized capital stock

Paid up capital stock

Subscribed capital stock

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.

Neither statement is true.


First statement is true, second statement is false.

First statement is false, second statement is true.

Either statement is true.

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.

First statement is false, second statement is true.

First statement is true, second statement is false.

Neither statement is false.

Either statement is false.

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.

Neither statement is true.

First statement is FALSE, second statement is TRUE.

First statement is TRUE, second statement is FALSE.

Neither statement is false.

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 abandoned or rescinded by the corporation

When the proposed corporate action is disapproved by the SEC where such approval
is necessary

All of the above

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

Which of the following acts may be legally delegated to an executive committee?

To call and conduct the election of a director to fill a vacancy in the board occasioned
by death of one of its members.

To enter into a contract for the sourcing out of janitorial services.


To declare of stock dividends to the stockholders.

To declare cash dividends to the stockholders.

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

Universal partnership of all present property

Universal partnership of all profits

Question 21 2 / 2 points

Partnership must appear in a public instrument.

True

False

Question 22 0 / 2 points

He may contribute money, property or industry to the common fund –


Limited partner

Industrial partner

General partner

Managing partner

Question 23 0 / 2 points

A holder of a voting trust agreements (VTA) is qualified to become a director of a corporation.

True

False

Question 24 2 / 2 points

First: Preferred stocks/shares are non-voting shares.

Second: Redeemable stocks/shares are voting shares.

Neither statement is true.

First statement is FALSE, second statement is TRUE.

Neither statement is false.


First statement is TRUE, second statement is FALSE.

Question 25 0 / 2 points

A stock issued without consideration is a watered share.

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 receive dividends

right to be members of the board

right to vote

right to share in property & assets

Question 27 0 / 2 points

Profits shall be divided proportionately among capitalist partners, as a rule.

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:

I. The right may be delegated to an agent.


II. The right may be denied if in the past, the stockholder improperly used the information which he
obtained from the books and records of another corporation of which he is also a stockholder.

Both statements are false.

Both statements are true.

Statement I is true; Statement II is false.

Statement I is false; Statement II is true.

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

Which of the following statements is not correct?


A person who is both a general partner and a limited partner is deemed a limited
partners only with respect to the return of his contribution.

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.

renders the contract of partnership void.

does not affect the liability of the partnership to third persons and the partnership still
has a legal personality.

renders the contract of partnership unenforceable.

Question 36 0 / 2 points

The following, except one, are the legal characteristics of partnership –

All the partners are liable after exhaustion of partnership assets to the extent of their
personal property.

It has a juridical personality separate and distinct from the partners.

The partners are liable pro-rata for the contractual liabilities of the partnership.

There is mutual agency among partners.

Question 37 2 / 2 points

The common property of a universal partnership of all present properties shall be –


All the properties which belong to each of the partners at the time of the constitution
of the partnership, as well as the profits which they may acquire therewith.

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

Partners’ contributions are assets of the partnership.

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.

First answer wrong, second answer correct.

First answer correct, second answer wrong.

Both answers are correct.

Both answers are wrong.

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

Three-sixty-five Corporation is engaged in pharmaceutical business. It has an authorized capital stock


(ACS) of P700,000.00, with 70,000 shares at P10.00 per share; of which only 60,000 shares are
subscribed, and paid as shown hereunder. Presently, it has fifty (50) stockholders, and corporate
Board of Directors/Officers, as follows:

President: Ramon Co, owning 20,000 shares

V-President (Int): Lanie Tan, owning 10,000 shares

V-President (Ext): Eugene Ching, owning 5,000 shares

Secretary: Rizalinda Young, owning 5,000 shares

Treasurer: Christian Suplig, owning 7,000 shares

Auditor: James Go, owning 3,000 shares

Each of the fifty (50) stockholders owns 200 shares.

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.

Neither statement is false.

First statement is true, second statement is false.

First statement is false, second statement is true.

Neither statement is true.

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?

X and Y for P1,500,000.00 each because they are general partners

X, Y, and Z depending upon their capital contribution

X and Z for P1,500,000.00 each because they are general partners


X, Y and Z for P1,000,000.00 each

Question 45 2 / 2 points

Manila Electric Corporation (MERALCO), a corporation engaged in the distribution of electricity in


Luzon, is duly organized and existing under the laws of the Philippines. Which of the following cannot
be validly exercised by the corporation?

Power to contribute to charitable institutions.

Power to act as a guarantor for debts incurred by its directors.

Power to establish pension, retirement and other health care plans of the employees.

Power to invest in another corporation thereby becoming a stockholder of the latter.

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.

First statement is FALSE, second statement is TRUE.

Neither statement is false.

First statement is TRUE, second statement is FALSE.

Neither statement is true.

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

Post-incorporation subscription is revocable.


True

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.

Fraud in obtaining the certificate of incorporation.

Failure to adopt corporate by-laws upon submission of articles of incorporation.

Mistake as to the nationality of the incorporators.

Question 51 2 / 2 points

Unpaid shares have the right to receive dividends.

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

Checks may be used as consideration for shares subscribed.

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.

Only first, second & fourth statements are TRUE.

Only first & fourth statements are TRUE.

Only first, third & fourth statements are TRUE.

All statements are TRUE.

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?

VOID. The law declares such contract to be void.

VALID. Contracts approved by the board is valid.

VALID. Contracts entered into in good faith and are not fraudulent are valid.

VOIDABLE. The contract is voidable at the option of Kharl Zwinger.

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

Creation of management committee is a delegation of authority of the board of directors.

True

False

Question 59 2 / 2 points

A non stock corporation:


May not engage in business for profit

One where the capital is not divided into shares

No part of the income must be distributed as dividends

All of the above

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?

Contributions to capital - Payment to creditors who are partners - Payment to


creditors who are not partners – Share in the profits

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

Contributions to capital – Payment to creditors who are not partners – Payment to


creditors who are partners – Share in the profits

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