h CPA Review. School of the Philippines Manila BUSINESS LAW DO DELA CRUZ LAW ON PRIVATE CORPORATIONS 1, One incorporated under the laws of the Philippines a, Domestic corporation’. Foreign corporation c. De facto corporation d. Close corporation 2. A corporation existing in fact and in law a, De facto corporation’ b, De javu corporation ¢. De jure corporation d. De open corporation 3. A corporation existing in fact but not in law a, De jure corporation b. De javu corporation c, De facto corporation d. De close corporation 4, One which is limited to selected persons or members of a family a. Open corporation b. Close corporation _¢. Lay corporation d. Ecclesiastical corporation, 5. One which is so related to another corporation that the majority of its directors can be elected by'such other corporation. a, Subsidiary corporation c. Quasi corporation », Parent or holding corporation dd. Corporation by prescription 6. Under this theory, the nationality of the corporation is that of the country under whose law it was formed a. Control test c. Domicile test b. Incorporation test d. Grandfather rule- / 7. A corporation created in strict compliance with all the legal requirements and whose right to exist as a corporation cannot be successfully attacked in a direct proceeding for that purpose by the State is? a, De jure corporation c. Corporation by estoppel b. De facto corporation, d, Corporation by prescription 8. Corporations begin to have corporate existence and juridical personality. a, From the moment of the execution of the Articles of Incorporation b, From the moment of the execution of the Constitution and by-laws c. From the moment of the execution of the Treasurer's Affidavit 4. From the date of the issuance of the certificate of incorporation by the SEC under its official seal 9. Corporations as distinguished from partnerships a. the liability extends up to private properties. b. created by agreement ¢. interest or ownership is transferable only if the other owners consent. d. no dissolution in case of death, withdrawal or resignation of an owner. 10. The articles of incorporation differ from the by-laws in that the articles of incorporation are ‘a, The rules of action adopted by a corporation for its internal government . Adopted before or after incorporation c. A condition precedent in the acquisition by a corporation of a juridical personality 4d. Approved by the stockholders if adopted after the incorporation 11. This is a feature ofa non-stock corporation as distinguished from a stock corporation a. The owners are liable only up to the extent of their investment b, The owners are not entitled to dividends unless declared by the board _ ¢. Its income shall be used only for the furtherance of the purpose for which it was organized d._ Straight on cumulative voting may be used in choosing the members of the board 12. This is a characteristic of @ stock corporation as distinguished from a non-stock corporation a. The powers are vested in the Board . The owners can declare dividends c. Itis formed by at least 5 but not more than 15 persons d. tis organized for profit BL76-07 113. One established for charitable purposes a. Ecclesiastical corporation c. Corporation sole b-Lay corporation d. Bleemosynary corporation 14, A religious corporation which consists of one member only or his successors a, Corporation aggregate . Corporation sole b. Lay corporation dd. Bleemosynary corporation 15, One organized for a purpose other than for religion a. Ecclesiastical corporation c. Corporation sole . Lay corporation d, Bleemosynary corporation 16. Corporators in a stock corporation a. Members b. Stockholders’ c. Incorporators d. Promoters 17, Persons who have agreed to take and pay for original unissued shares of a corporation formed or to be formed a, Promoters b, Subscribers c, Incorporation 4. Corporators 18. Persons who bring about or cause to bring about the formation and organization of a corporation by bringing together the persons interested in the enterprise a. Subscribers b. Promoters ©. Corporations 4. Incorporators 19. Amount equal to the aggregate par value or issued value of the outstanding capital stock a, Legal capital c. Outstanding capital stock b, Unissued capital stock d. Authorized capital stock 20. Shares without par value may not be issued for a consideration a. Less than Pi per share ¢, Outstanding capital stock b. Less than PS per share d. Less than P100 per share 21. Issued to those who in some way interested to the company, for incorporating the company, for services rendered in launching the welfare of the company a. Preferred share of stock ¢, Promotion stock b, Common share of stock d. Share in escrow 22. When a corporation is used to defeat public convenience, justify wrong, protect fraud, or defend crime or made as a shield to confuse the legitimate issues or where a corporation is a mere alter ago or business conduit of a person, this doctrine applies a, Doctrine of business opportunity ¢. De facto doctrine b, Trust fund doctrine , Doctrine of piercing the veil of corporate fiction 23. If the remaining directors constitute a quorum, they can fill up the vacancy a, In case of removal of a director ¢. If there is an increase in the number of directors b. Incase of expiration of term ofa director _d. In case of resignation of a director 24. The following may be the consideration of the shares of stock of a corporation, except a. Actual cash paid to the corporation b. Previously incurred indebtedness of the corporation. c. Amounts transferred from unrestricted retained earnings 4d. Services to be performed by a lawyer on the proposed increase in capital stock of the corporation 25. A certificate of stock is distinguished from share of stock in that a share of stock a. Is the written evidence of a stockholder’s interest in the assets and management of a corporation b. Is tangible personal property c. Is one of the units into which the capital stock is divided d, May not be issued if the subscription has not been duly paid BL16-07 226. A,B,C, D, E, F and G are the duly elected directors for 2011 of Delicious Corporation whose article of incorporation provide for 7 directors. On August 1, 2011, Directors A, B, C, D and E met to fill the two vacancies in the board brought about by the valid removal of F for disloyalty to the corporation and the death of G. In the said meeting, the remaining directors voted for X to replace F and Y, a son of G, to replace his father. Both X and Y are owners of at least one share of stock of the corporation. The election of X and Y by the remaining directors a, Valid for both X and Y b, Not valid for both X and Y . Valid with respect to X, not valid with respect to Y . Not valid with respect to X, valid with respect to Y 27. In the meeting of the board of directors of Gold Corporation, a construction company held on March 31, 2011, directors A, B, C, D and E were present among the 9 directors. The meeting had for its agenda the following. I The appointment of new treasurer I. The approval of the contract for the purchase of cement worth P50,000 from X Supplies Co. When the voting took place, directors A, B, C and D voted for the election of Y as the new treasurer, and directors A, B and C voted for the approvel of the contract with X Supplies Both corporate acts are valid Both corporate acts are not valid i The election of Y as a new treasurer is velid, the approval of the contract with X Supplies is not valid The election of Y as a new treasurer isnot valid, the approval of the contract with X Supplies is valid nese 28. Stock dividends differ from cash dividend in that stock dividends | a, Do not increase the legal capital | b. Involves the disbursement of corporate funds | c, Require the approval of both the board of directors and the stockholders . Once received by the stockholders, are beyond the reach of corporate creditors Items 29 and 30 are based on the following: If the authorized capital stock is P60,000, divided into 600 shares with par value of P100 per share 29, And P40,000 has been subscribed, the minimum paid-up should be a. P40,000 b. P15,000 c. P10,000 d. P5,000 30, If P15,000 has been subscribed, the minimum paid-up should be ‘ a. P15,000 b. P10,000 c. P5,000 d. P3,750 31. If 1,000 shares are outstanding and 5 members of the Board of Directors are to be elected, the least number of shares needed by a candidate to be elected is a, 501 shares b. 250 shares c. 200 shares d. 167 shares 32, Using the preceding number, the minimum number of votes needed by a candidate to be elected is a, 2,501 votes b. 1,250 votes c. 1,000 votes d. 835 votes 33, The board of directors of a corporation consists of nine (9) members, where two (2) were removed and two (2) have resigned, who fills up the vacancy? First answer ~ the remaining members of the Board Second answer ~ the stockholders a, both answers are true c. only the first answer is true b. both answers are false d. only the second answer is true 34, Using number 33, except that three (3) have resigned, who fills up the vacancy? First answer the remaining members of the Board Second answer — the stockholders a, both answers are true c, only the first answer is true b. both answers are false d. only the second answer is true 35, May rightfully question an ultra-vires act of a corporation, except a. stockholders b. state ¢. competitors _d. creditors, if fraud is charged BL76-07 336. The veil of corporate fiction may be pierced in the following cases, except. a, when used as a cloak to cover fraud, illegality or it results in injustice. b. to defeat public convenience, justify wrong, defend crime c. where two factories are made to appear as one and used as a device to defeat the ends of law or as a shield to confuse legitimate issues ._ where two corporations have the same president 37, Shares deposited by the seller or his agent with a bank or third party to be delivered to the buyer or subscriber only upon the fulfillment of the stipulated suspensive condition a, Promotion shares b, Founders shares, Redeemable shares _d. Escrow shares 38, Unless sooner dissolved or extended, the life of a corporation may be for a period not exceeding a. Five years b. Ten years . Fifty years d. Sixty years 39, As regards treasury shares, which is not correct? a, They have no voting rights as long as they remain in the treasury b. They are considered as part of earned or surplus profits and therefore distributable as dividends. ©, They are not entitled to dividends 4d, They may be distributed as property dividend if there are retained earnings arising from the business of the corporations. 40. Each of the incorporator of a stock corporation must own or be a subscriber to at least a. One share of the capital stock of the corporation 'b. Two shares of the capital stock of the corporation ¢, Three shares of the capital stock of the corporation d. Four shares of the capital stock of the corporation 41. The board of directors of a corporation consists of nine (9) members, where two (2) have died during their term of office and one (I) is abroad, the quorum would be a, Five (5) members, Six(6) members _. Four(4)members___d. Seven (7) members, 42, In no case shall the total yearly compensation of directors, as such directors, exceed a. 5% of the net income before income tax during the preceding year b. 10% of the net income before income tax during the preceding year c, 10% of the net income after income tax during the preceding year 4. 10% of the net income before income tax during the current year 43. A corporate officer or director cannot, take advantage for their personal benefit a business opportunity which the corporation is financially able to undertake. a. Doctrine of corporate fiction ¢, Doctrine of corporate opportunity ‘ b. Trust fund doctrine Doctrine of limited capacity | 44,A corporation has only such powers as are expressly granted and those that are necessarily implied from those expressly granted or those which are incidental to its existence a. Doctrine of corporate fiction ¢, Doctrine of corporate opportunity b. Trust fund doctrine dd. Doctrine of limited capacity 45. For purposes of interlocking directors, the stockholdings shall be considered substantial if a. Fxceeding 10% of the authorized capital stock c. Exceeding 20% of the authorized capital stock b. Exceeding 10% of the outstanding capital stock d. Exceeding 20% of the outstanding capital stock 46, A shareholders’ option to subscribe to allotment of shares in proportion to his holding of outstanding shares, before new shares are offered to others a. Voting right b, Preemptive right _¢, Ultra vires act . Appraisal right 47. The assets of the corporation as represented by its capital stock are to be maintained unimpaired that there can be no distribution of such assets among the stockholders without provision being first made for the payment of corporate debts. a, Doctrine of corporate fiction c. Doctrine of corporate opportunity , Trust find doctrine d. Doctrine of limited capacity BL76-07 448, Dividend in the form of a promissory note and may be issued to bear interest a. Optional dividend b. Composite dividend ‘c. Preferred dividend d. Scrip dividend 49, Dividend which is partly in cash and partly in stocks a. Optional dividend _b. Composite dividend c. Cumulative dividend —d, Liquidating dividend 50. Dividend which gives the stockholder an option to receive cash or stock dividend a. Optional dividend —_b. Bond dividend _¢. Cumulative dividend 4. Liquidating dividend 51. Dividend which are actually distributions of the assets of the corporation upon dissolution or winding up a. Bond dividend _b. Preferred dividend c. Cumulative dividend _d. Liquidating dividend 52, Rules of action adopted by the corporation for its internal government and for the government of its officers and of its stockholders are members a.Contract _b. Articles of incorporation _c. Ultra vires act 4, By-laws 53. The corporation shall be deemed dissolved and its corporate powers cease, if from the date of its incorporation, it does not formally organize and commence the transaction of its business or the construction of its works within a. 4 years b. 3 years c. 2 years d. 5 years 54. If the corporation has commenced the transaction of its business, the corporate franchise or certificate of incorporation may be suspended or revoked, if it subsequently becomes continuously inoperative for a period of at least a4 years b. 3 years ©. 2 years d. 5 years 56. A representative action where a stockholder brings an action in the name and in behalf of the corporation and any relief obtained belongs to the corporation and not to the stockholders individually or collectively a. Individual suit b. Derivative suit © c. Representative suit d. Corporate suit 56, An action brought by a stockholder against the corporation for direct violation of his contractual rights a. Individual suit b. Derivative suit c. Representative suit d. Corporate suit 57. Where a stockholder may bring a suit in behalf of himself and all other stockholders who are similarly situated when a wrong is committed against them a. Individual suit b, Derivative suit ¢. Representative suit _d. Corporate suit 58, Any profit which it may earn shall be used for the furtherance of the purpose for which the corporation was organized as such profit is not distributable to its members a, non stock comp. b, close corp. c. stock corp. d. private corp. 59. All of this corporation’s issued stock of all classes exclusive of treasury shares shall be held of record by not more than twenty (20) persons a Close corporation ¢. Private educational corporation b. Stock corporation : 4d. Non-stock corporation 60, Cash dividend as distinguished from stock dividend a. needs stockholders approval ¢, not a taxable income . declared by the board of directors d, results to withdrawal of assets from the corporation. 61. A non-voting stock may vote in the following corporate acts, except in case of 4, Approval of the compensation of directors b, Merger or consolidation ¢, Increase or decrease in capital stock d. Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of corporate property BL16-07 562. One of the following acts maybe performed by the executive committee of a corporation. Which is it? a, Declaration of stock dividends b, Filling of vacancies in the board of directors c. Amendment or repeal of the by-laws or adoption of new by-laws d, Approval of contracts in the ordinary course of business 63. A corporation may acquire its own shares for a legitimate purpose provided it has unrestricted retained earnings. In which of the following acquisition is the requirement of unrestricted retained earnings not imposed? a, When the acquisition is made to eliminate fractionel shares bb, When delinquent shares are acquired in a delinquency sale ¢. When redeemable shares are repurchased in accordance with the terms provided in the articles of incorporation 4d, When shares are acquired from stockholders who exercise their appraisal right 64. A. When par value shares are issued above par, the premium or excess is to be considered as part of the legal capital. B. In the case of no par value shares, the entire consideration received forms part of legal capital and shall be available for distribution as dividends. a. botharetrue b. botharefalse c. only the first is true d. only the second is true 65. A. There is merger when two or more corporations unite giving rise to a new corporate body and dissolving the constituent corporations. B, There is consolidation when two or more corporations unite, one corporation loses its corporate existence absorbing in itself the other which disappears as a separate corporation. a, both are true b. bothare false c. only the firstis true d. only the second is true 661 A. All incorporators are corporators and all corporators are ineorporators B. Banks, trust companies, insurance companies, public utilities and building and Ioan associations may have a par value or may have no par value as may be provided for in the articles of incorporation. a. bothare true b. both are false —_c. only the first is true d. only the second is true 67; A. Shares with par value may not be issued for a consideration less than the value of PS per share B. Preferred shares of stocks may be issued with or without a stated par value. a, bothare true b. both are false ©. only the first is true d, only the second is true 68/A. Shares issued without par value shall be deemed fully paid and non-assessable and the holder of such shares shall not be liable to the corporation or its creditors in respect thereto. +B. Statement above means that the holder is no longer liable for the shares even if they are not yet fully paid a. bothare true b. both are false c. only the firstis true d. only the second is true 69) A. Redeemable shares may be redeemed regardless of the existence of unrestricted retained earnings even if such redemption would cause insolvency or inability of the corporation to meet its debts as they mature B, Treasury shares do not revert to the unissued shares of the corporation and are still issued shares but being in the treasury they have the status of outstanding shares, a. bothare true b. both are false —_c, only the first is true d. only the second is true 70FA. Inno case shall the paid-up capital be P5,000 or less. +B. Where the capital stock consists only of no par value shares, the 25% subscription requirement shall be computed on the basis of the issued price of no par value shares a. both are true b. both are false c. only the first is true d. only the second is true 71}. A corporation has the power to do al! acts not expressly or impliedly prohibited, “B. No person convicted by final judgment of violation of the Corporation Code, regardless of the punishment imposed shail qualify as a director, trustee, or officer of any corporation. a. both are true _b. both are false c. only the first is true _d. only the second is true BL76-07 6725 A. No person convicted by final judgment of an offense punishable by imprisonment shall qualify as a director, trustee, or officer of any corporation, | B. Any vacancy occurring in the board of directors or trustee may be filled by the vote of at least majority of the remaining directors of trustees, if still constituting a quorum. a. botharetrue b.bothare false, onlythe first is true d. only the second is true 73] A. Where the capital stock is divided into par value shares and no par value shares, the 25% subscription. requirement shall be based on the amount of authorized capital stock in case of par value shares and for no par value shares it is based on the entire number of authorized no par value shares. | B. All persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debis, liabilities and damages incurred or arising as results thereof. a. botharetrue b. bothare false —_. only the first is true _d. only the second is true 74FA. A majority of the directors or trustees of all corporations organized in the Phil. must be citizens of the Phil. FB. The president of a corporation must be a resident citizen a, bothare true b. both are false _c, only the first is true d_ only the second is true 755A. The by-laws of a corporation can not provide that a director should own at least two shares of stock FB, Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as a secretary and treasurer at the same time. a, both are true b. bothare false ¢. only the first is true d, only the second is true 76° A. In the lection of directors, owners of majority of the outstanding capital stock must be present to vote in person as they cannot vote by proxy FB, Directors or trustees can attend and vote by proxy in board meetings a, both are true b. both are false c. only the first is true d. only the second is true . The corporate secretary must be a director, and a resident and citizen of the Philippines. . ‘The by-laws of a corporation may create an executive committee, composed of not less than three (3) members to be appointed by the board of directors a both aretruc b. both are false c. only the first is true d. only the second is true 78} A. In case of extension of corporate term, and not if shortened may any dissenting stockholder exercise his appraisal right. FB. No dividend shall be issued without the approval of stockholders representing not less than 2/3 of the outstanding capital stock. a. botharetrue b. bothare false - o. only the first is true d. only the second is true 79} A. The stockholders of a stock corporation have the power to declare dividends out of the unrestricted retained earnings which shall be payable in cash, in property or in stock to all stockholders on the basis of the outstanding shares held by them. B. Cash dividend and stock dividend are declared by the board with the concurrence of the stockholders representing at least 2/3 of the outstanding capital stock. a. bothare true b. both are false, only the first is true _d. only the second is true 807A. An ultra vires act is one which is contrary to law, morals, good customs, public order or public policy |B. Regular meeting of the board of directors shall be held annually on a date fixed in the by-laws, or if not s0 fixed, on any date in April of every year as determined by the board of directors. a, bothare true b. both are false _¢. only the first is true d. only the second is true 817A. Meetings of stockholders may be held anywhere in or outside of the Phil. unless the by-laws provide otherwise. |B. The President shall preside at all meetings of the directors or trustees as well as of the stockholders or members, unless the by-laws provide otherwise. a. bothare true b. bothare false. only the first is true. only the second is true 827A. No management contract shall be entered into for a period longer than five years for any term. 7B, The power to amend the articles of incorporation lies with the stockholders or members directly, or indirectly by delegating said power to the board of directors or trustees. a bothare true b. bothare false. only the first is true d. only the second is true BL76-07 7835A, TB. The power to amend by-laws lies with the board of directors or trustees, directly or indirectly by delegating said power to the stockholders. Treasury shares shall have no voting rights as long as they remain in the treasury. a. botharetrue b. bothare false c. only the first is true d. only the second is true B84] A, 1B. All unissued shares of stock shall not be issued for a consideration less than its par value, No certificate of stock shall be issued to a subscriber until the full amount of his subscription together with interest and expenses, in case of delinquent shares, if any is due, has been paid. both are true b. both are false c. only the first is true d. only the second is true The highest bidder is the person offering to pay the full amount of the balance on the subscription together with accrued interest, if any, cost of advertisement and expenses of sale for the highest number of shares, Holders of subscribed shares not fully paid shall have all the rights of stockholder. . both are true b. both are false ¢, only the first is true d. only the second is true . The cost and expenses of appraisal shall be borne by the stockholders. The board of directors may remove a member of the board for excessive absences. . bothare true b. bothare false c. only the first is true d. only the second is true The End BL76-07 8