Professional Documents
Culture Documents
Direction: Read and select the best answer for the following questions.
5. Which of the following instruments is not payable with a sum certain in money and is therefore, non-negotiable?
a. I promise to pay bearer P25,000 plus interest at the end of the current calendar year.
b. Pay to P or order P25,000 in installment.
c. I promise to pay P or order USA $500 with exchange at the current rate.
d. I promise to pay bearer P25,000 on or before December 31, 2030, with 10% attorney’s fee and costs of collection in
case of default.
7. Which of the following instruments is not unconditional and is, therefore, non-negotiable?
a. "Pay P or order P1,000 and reimburse yourself with the proceeds of the watch you are selling to me."
b. "Pay bearer P4,000 from my share in the profits of our partnership business."
c. "I promise to pay P or order P3,000 as payment for the ring I purchased from him."
d. "Pay bearer P2,000 and charge the payment to my account in your hands."
9. Which of the following instruments is still negotiable despite the additional provision thereof?
a. I promise to pay P or order P50,000 or to paint his house at the option of holder.
b. I promise to pay bearer P50,000 and all the taxes that may be assessed on the mortgage securing this note.
c. I promise to pay P or order P50,000 and to insure the movable pledged to secure the note.
d. I promise to pay bearer P50,000 and to give him a gold ring.
10. Which of the following omissions will render the instrument non-negotiable?
a. It is not dated.
b. It does not specify the value given.
c. It does not specify the place where it is payable.
d. None of the above.
15. M made and delivered a negotiable promissory note payable to P or order and authorized P to fill up the amount of no more
than P20,000. P filled up the amount of P35,000. P subsequently indorsed and delivered the note to A who subsequently
indorsed and delivered the note to B, a holder in due course. Who may be held liable to B for P35,000?
a. P only
b. A only
c. P and A only
d. M, P and A
16. X stole a pre-signed blank negotiable promissory note payable to order from M's office cabinet. X then placed the amount of
P15,000 and P's name as the payee, then indorsed and delivered the note to A using P's name by forging the latter's
signature. A then subsequently indorsed and delivered the note to B who subsequently indorsed and delivered the note to C, a
holder in due course. Who is liable to C in the amount of P15,000?
a. M, P, C, A and B
b. P, X, A and B only
c. X, A and B only
d. M, P and X only
17. X stole a negotiable promissory note payable to the order of X that is completely made by M. X subsequently indorsed and
delivered the note to A who subsequently indorsed and delivered the not to B, a holder in due course. Who may be held liable
by B?
a. A only
b. X only
c. X and A only
d. M, X and A
18. M made a negotiable promissory note payable to the order of P for P5,000. P indorsed and delivered the note to A. X stole the
note from A and then forged A's signature in order to indorse the note to B and the delivered the note to B. B subsequently
indorsed and delivered the note to C, a holder in due course. Who may be held liable by C?
a. M, P, X, A and B
b. P, X, A and B only
c. X, A and B only
d. X and B only
21. Who are the parties who are precluded from setting up forgery as a defense (principle of estoppel) and therefore liabe to the
holder of a negotiable instrument despite the forged or unauthorized signatures or indorsements?
a. Acceptors
b. Indorsers and persons negotiating by delivery
c. All of the above
d. None of the above
24. M executed a negotiable promissory note in the sum of P100,000 to the order of P for the purchase of jewelry which P does
not own or possess. P indorsed and delivered the note to A, a holder in due course. From whom may A collect P100,000?
a. From both M and P
b. From M only
c. From P only
d. None of the above
25. M wanted to held his friend P who needed cash desperately. In exchange for P's valuable painting and to accommodate P, M
executed a negotiable promissory note for P400,000 naming P as the payee therein. Subsequently, P indorsed and delivered
the note at BDO Bank and received the proceeds out of the discounted note. Upon maturity date, P and BDO Bank decided to
extend the maturity date by another six months without knowledge and consent of M. The grace period also matured without
the note being paid. Which is correct?
a. M is primarily liable to BDO Bank whereas P is only secondarily liable to BDO Bank.
b. Only P is liable to BDO Bank because M is released from his obligation when the period was extended without his
knowledge and consent.
c. Only M is liable to BDO Bank as an accommodation party to the note.
d. None of the above.
26. Which of the following exemplifies negotiation within the meaning of Negotiable Instruments Law?
a. A promissory note executed by M in favor of P or his order is delivered by P to A without indorsement.
b. A promissory note executed by M in favor of P is indorsed and delivered by P to A.
c. A promissory note executed by M in favor of bearer is delivered by M to P for safekeeping.
d. None of the above.
28. M made a negotiable promissory note payable to the order of P. X stole the note and forged P's signature to indorse the note
to A and delivered the note to A. A subsequently indorsed and delivered the note to B as follows "Pay to B without recourse,
(Sgd. A)." Who among the parties shall be liable to B?
a. X, M and P
b. X and A only
c. X and M only
d. X only
31. M made a negotiable promissory note for P5,000 payable to the order of P. P indorsed and delivered the note to A as follows:
"Pay A upon the passing of A of the Bar Examination next year." A flunked the bar examination held in the following year and
the note matured. Which is correct?
a. M may or may not pay A the sum of P5,000 and in case he does, he discharged from his obligation on the
note.
b. M should not pay A the sum of P5,000 because the condition is not fulfilled.
c. M and P should not pay A the sum of P5,000 because the promise is not unconditional and therefore, the instrument
is non-negotiable.
d. None of the above.
32. M made a negotiable promissory note payable to P or bearer. P specially indorsed and delivered the note to A who specially
indorsed and delivered the note to B. X stole the note from B and delivered it to C without any indorsement. C is a holder in
due course. Who may be held liable to C?
a. X only
b. M and X only
c. M, P, A and X only
d. M, P, A, B and X only
34. R drew a bill of exchange with P as the payee and S as the drawee. Indorsements were as follows: P to A, A to B, B to C, and
C to D, present holder. B and C had an agreement that B would be held liable first before C. S became insolvent. In what order
should D hold the secondary parties liable?
a. B; C; A; P; R
b. C; B; A: P; R
c. R; P; A; B; C
d. None of the above
36. In which of the following cases is the holder deemed to be a holder in due course?
a. The holder acquired the instrument through the indorsement of one of the two payees.
b. The holder acquired the instrument at noontime on its maturity date.
c. The holder accepted the instrument from the payee under a strong and reliable warning of the latter's swindling
activities.
d. None of the above
37. Which of the following is a real defense that may be set up against any type of holder?
a. Want of authority of agent.
b. Want of delivery of complete instrument.
c. Absence or failure of consideration.
d. Acquisition of instrument by force, duress, fear or by unlawful means.
38. Which of the following is a characteristic of fraud in factum or fraud in esse contractus?
a. It is fraud in the execution of the instrument.
b. The person actually knows that what he signed is a negotiable instrument but he was induced to do so because of
insidious words or fraudulent machinations.
c. It is a personal defense that cannot be set up against a holder in due course.
d. None of the above
39. M made a negotiable promissory note payable to P or order as payment for the purchase of what appears to be a genuine
diamond ring but it was in fact a mere piece of valueless glass. P specially indorsed and delivered the note to A who
subsequently indorsed and delivered the to B. B specially indorsed and delivered the note to C who subsequently indorsed
and delivered the note to D. A, B and D knew about the fraud committed by P. C, however, has no knowledge thereto. May D
collect from ?
a. No because fraud in inducement is a real defense.
b. No because M has a personal defense that he can avail against D who is an immediate party to him.
c. Yes because D is deemed a holder in due course since he derives his title from a holder in due course and
there D is not subject to personal defense of fraud in inducement.
d. None of the above
40. M made an autograph in a sheet of paper to P who converted it to a promissory note with amount of P100,000 in favor of P or
order. P indorsed the note to A who knew about the fraud. A, in turn, indorsed the note to B, a holder in due course. B further
negotiated the note to C, a present holder. Which is true?
a. M is liable to C if the latter has no knowledge of the fraud.
b. M is liable to C whether or not the latter has knowledge of the fraud.
c. M is not liable to C if the latter has no knowledge of the fraud.
d. M is not liable to C whether or not the latter has no knowledge of fraud.
43. Which of the following is not a warranty of a qualified indorser or person negotiating an instrument by delivery?
a. That the instrument is genuine and in all respects what it purports to be.
b. That he has good title to the instrument.
c. That all prior parties have capacity to the contract.
d. That the instrument, is at the time of his indorsement, valid and subsisting.
45. M made a promissory note for P30,000 payable to P or order. The following indorsements are found at the back of the note:
Pay to A sans recourse. (Sgd.) P
Pay to B. (Sgd.) A
Which is true?
a. In case M is insolvent, P is not liable but A is liable to B.
b. In case M is insolvent, P and A are not liable to B.
c. In case M’s signature is forged, P is not liable but A is liable to B.
d. In case M is a minor, P and A are not liable to B.
47. In which of the following cases must presentment for payment be made?
a. To the drawer, where he made a stop payment order to the drawee-bank.
b. To the drawer, where he withdrew all his deposit in the drawee-bank.
c. To the indorser, where the instrument was made or accepted for his accomodation.
d. None of the above.
49. M made a negotiable promissory note payable to the order of P. Indorsement were as follows: P to A, A to B, B to C, and C to
D. The notice was dishonored by M. D served a notice of dishonor to C. However, P, A and B did not receive any notice of
dishonor. C paid the note to D. Who among the secondary parties does C have a right of recourse?
a. P, A and B are already liable to C.
b. Only A and B are already liable to C.
c. Only B is liable to C.
d. None of the above.
51. M made a negotiable promissory note for P100,000 payable to P or order. P altered the amount by increasing it to P150,000.
P then indorsed and delivered the note to A who subsequently indorsed and delivered the note to B, a holder in due course.
Which is correct?
a. M, P and A are not liable because material alteration is a real defense.
b. M is liable to B for P100,000, the original amount, while P and A are liable to B for the new amount of
P150,000 or P50,000 in case M pays the P100,000.
c. M is not liable to B while P and A are liable to B for the original amount of P100,000.
d. M, P and A are liable to B for the new amount of P150,000.
52. Which of the following bills of exchange may not be treated optionally as promissory note by the holder?
a. The drawer and drawee are the same person.
b. The drawee is a fictitious person.
c. The payee is a fictitious person.
d. The drawee is an incapacitated person.
53. Presentment for acceptance, coupled with presentment for payment, is necessary to charge secondary parties in
a. Bills payable after sight
b. Bills payable on demand
c. Bills payable at a fixed date
d. Bills payable at a fixed period after date
58. R drew a check for P80,000 payable to the order of P against BDO Bank, the drawee-bank. P indorsed and delivered the
check to A who did not present the check for payment within six months. BDO Bank went bankrupt and R was able to recover
only P500,000 out of his deposit of P2,000,000 from PDIC. What is extent of liability of the secondary party to the check?
a. P20,000 from R and P0 from P.
b. P80,000 from either R or P.
c. P20,000 from either R or P.
d. P0 from both R and P.
60. In banking practice, a check becomes stale when it is not presented for payment within how many days from maturity date of
check?
a. One (1) month
b. Three (3) months
c. Six (6) months
d. Twelve (12) months
61. Which of the following is covered by the term "Intellectual Property Rights" under Intellectual Property Code of the Philippines?
a. Lay-out Designs (Topographies) of Integrated Circuits
b. Protection of Undisclosed Information.
c. Both A and B
d. Neither A nor B
62. Which of the following inventions shall satisfy the requisite of novelty?
a. It was the subject in the magazine inventor’s guide two years prior to the patent application.
b. It was made available to the public for experimental purposes for more than a year prior to the patent
application.
c. It was sold to the public in the Philippines for more than one year prior to the patent application.
d. It was exported to Japan for sales purposes for more than a year but not sold in the Philippines.
63. In determining the requisite of non-obviousness in an invention, the following factors, among others, are considered:
a. Level of ordinary skill in the field of the invention
b. Commercial success
c. Both A and B
d. Neither A nor B
64. X filed an application for patent before the Bureau of Patents of the IPO. He believes his invention will not be appreciated and
used at the moment by the public. However, he is very optimistic that it will help the computer technology in the near future. If
you were the Patent Examiner, how would you act on X’s patent application?
a. Grant the patent to X.
b. Deny the application for lack of novelty.
c. Deny the application for lack of inventory step.
d. Deny the application for lack of industrial applicability.
65. Which is most likely to be allowed registration under Intellectual Property Code?
a. A mark consisting of the official flag of Canada.
b. A mark consisting of the portrait of a deceased President of the Philippines without the consent of the living window.
c. A mark for sandals that it identical to an internationally and locally well-known mark for petroleum products.
d. A mark that merely describes the product.
66. Which of the following inventions will be afforded patent protection under Intellectual Property Code of the Philippines?
a. A therapeutic machine that heals and eliminates scars and blemishes on any part of the skin.
b. Computer program
c. Mere combination of different strains of bacteria
d. Procedures for computing net profit from business ventures
68. Which of the following marks can be registered in the Philippines in accordance with Intellectual Property Code of the
Philippines?
a. A trademark application for socks that is similar to an internationally and locally well-known trademark for
handkerchiefs not registered in the Philippines.
b. A trademark application for perfume that is similar to an internationally and locally well-known trademark for cologne
registered in the Philippines.
c. A trademark application for milk which is well-known in Japan is similar to a locally-well known mark registered in the
Philippines.
d. None of the above.
69. The registered corporate tradename of a certain business establishment is “Neptune Sporting Apparel Corporation.” A newly
opened company (junior user) carries the tradename “Saturn Sports Accessories, Inc.” Which is correct?
a. The junior user will be allowed registration because the dominant features of the two tradenames (“Nepture”
and “Saturn”) are not confusing similar.
b. The junior user will not be allowed registration because the dominant features of the two tradenames (“Nepture” and
“Saturn”), being planets of the same solar system, are confusingly similar.
c. The junior user will be allowed registration because the dominant features of the two tradenames (“Apparel” and
“Accessories”) are not confusingly similar.
d. The junior user will not be allowed registration because all the elements of its composite tradename are generic and
descriptive.
71. Which is false as regards to the dissimilarity of trademarks of SMC’s “San Miguel Pale Pilsen” and Asian Brewery’s “Beer Pale
Pilsen”?
a. The dominant feature of SMC’s trademark “San Miguel” is not found in ABI’s trademark.
b. The amber color of the two beer bottles cannot be exclusively appropriated because its use is dictated by functional
considerations.
c. The two beer companies are too well-known for the public to be deceived.
d. The word “pale” is descriptive and the work “pilsen” is generic of a geographical location.
72. Two marks for the same product (candy) are currently being examined by the Trademark Examiner of the Bureau of
Trademarks to determine if they are confusingly similar. One product bears the trademark "Axis Candy" while the other
product uses the trademark "Yummy Axis Candy." What test shall be applied to determine if there is trademark infringement?
a. Dominancy test
b. Holistic test
c. Enabling test
d. Best mode test
73. Two marks for the same product (soy sauce) are being examined by the Trademark Examiner to determine if they are
confusingly similar. The names of the manufactures are apparently different as printed on the bottom part of their labels.
However, the label designs, colors, print styles and sizes are very similar and almost identical. What test shall be applied to
determine if there is trademark infringement?
a. Dominancy test
b. Holistic test
c. Enabling test
d. Best mode test
74. Which of the following is covered by the term "Author" of original work as applied to copyright law under Intellectual Property
Code of the Philippines?
a. Sculptor
b. Choreographer
c. Both A and B
d. Neither A nor B
75. Which of the following exclusive or economic rights has been granted by "Trade-Related Aspects of Intellectual Property
Rights" (TRIPS) Agreement of WTO to author of original work?
a. Right of rental
b. Right of reproduction
c. Right of performance
d. Right of transmission
76. Which of the following are considered moral rights of author of original work under Intellectual Property Code of the
Philippines?
a. To have authorship of his work attributed to him
b. To make alterations of his work
c. Both A and B
d. Neither A nor B
78. Which of the following are considered derivative works that are entitled to copyright protection?
a. Dramatization
b. Translation
c. Both A and B
d. Neither A nor B
82. CPAR Inc. obtained a loan from BDO Unibank secured by a real estate mortgage on its land. CPAR Inc. defaulted payment,
and so the mortgage was foreclosed and the land was sold at public auction. What is the redemption period of CPAR Inc.?
a. Within three months from the date of the auction sale.
b. Within one year from the date of the auction sale.
c. Until the registration of the certificate of foreclosure sale with the Register of Deeds, but in no case
exceeding three months.
d. Until the registration of the certificate of foreclosure sale with the Register of Deeds, but in no case exceeding one
year.
83. Atty. John Cruz obtained a loan from BDO Unibank secured by a real estate mortgage on his land. Atty. Cruz defaulted
payment, and so the mortgage was foreclosed and the land was sold at public auction. What is the redemption period of Atty.
Cruz?
a. Within three months from the date of the auction sale.
b. Within one year from the date of the auction sale.
c. Until the registration of the certificate of foreclosure sale with the Register of Deeds, but in no case exceeding three
months.
d. Until the registration of the certificate of foreclosure sale with the Register of Deeds, but in no case exceeding one
year.
84. Which act is covered by Domestic Bank Deposit Secrecy Law a.k.a. R.A. No. 1405?
a. Disclosing the amount of deposit of a judgment debtor to the court sheriff who is executing a garnishment order
against him.
b. Disclosing the name of the drawer of a check to the payee.
c. Disclosing the amount of deposit of a taxpayer to a duly authorized BIR examiner who is examining his
income tax liability.
d. Disclosing the amount of deposit exceeding P500,000 in one banking day to Anti-Money Laundering Council.
85. A government employee, purchased DBP Bonds with a total value of P100,000 and receives annual interest income from his
investment. Under Bank Secrecy Law, the investment of the government employee may be inquired into without need of a
court order by the
a. Public prosecutor handling estafa case against the government employee
b. BIR officer auditing the VAT of the government employee
c. Credit investigator of a lending institution where the government employee applied for the loan
d. None of the foregoing
87. Which of the following is covered by R.A. No. 3765 also known as Truth in lending Act?
a. Pawnshops
b. Small-loan money lenders
c. Both A and B
d. Neither A nor B
90. For validity and to bind third persons, where shall chattel mortgage executed on a private motor vehicle be registered?
a. Chattel mortgage registry where the mortgagor resides
b. Land Transportation Office
c. Both A and B
d. Neither A nor B
92. The mortgagor of a property that is the subject of an extra-judicial foreclosure shale resides in Gingoog City. The property is
located in Cagayan de Oro City. The mortgage contract provided that any action arising from the mortgage shall be filed in
Iligan City. Where shall the foreclosure shall be held?
a. Gingoog City
b. Cagayan de Oro City
c. Iligan City
d. Any of the above
93. The prohibition in recovery of any deficiency in the foreclosure sale of chattel mortgage under Recto Law or Article 1484 of the
New Civil Code of the Philippines is applicable to:
a. When the object of the chattel mortgage is not the thing sold.
b. When the personal property is sold on a straight-term.
c. Both A and B
d. Neither A nor B
94. Which is false about Recto Law regarding Sale of Personal Property in Installments?
a. The remedy of exact fulfillment of the obligation can be availed only where one installment is not paid.
b. Cancellation of the sale can only be made after default of at least two installments.
c. An agreement for the recovery of any unpaid balance of the purchase price after electing to foreclose the chattel
mortgage on the thing sold is null and void.
d. The three remedies under Recto Law are alternative and cannot be exercised simultaneously or successively.
95. B purchased a specific car from S for P1,200,000 payable by a downpayment of P600,000 and the balance in 12 equal
monthly installments of P50,000 each. A chattel mortgage on the said car was executed to serve as security. B defaulted on
th th
the 7 and 8 monthly installments. The chattel mortgage on the car was foreclosed but the auction sale resulted into a
deficiency of P100,000. Under Recto Law, what is the remedy of S to recover the deficiency?
a. Auction the other properties of B for P100,000.
b. Cancel the installment sale.
c. File a collection suit for P100,000 against B.
d. No other remedy on the deficiency.
96. Assume the same facts from the preceding number except that in addition to the chattel mortgage on the motor vehicle, a real
estate mortgage was executed as additional security by G (guarantor) on his land. What is the remedy of S to recover the
deficiency on the foreclosure of chattel mortgage on the said car?
a. Foreclose the real estate mortgage on the land
b. Cancel the installment sale
c. File a collection suit for P100,000 against B.
d. No other remedy on the deficiency.
97. D borrowed P200,000 from C payable in ten monthly installments of P20,000 each. The credit was secured by a chattel
st nd
mortgage on D’s truck. D defaulted on the 1 and 2 installments. The chattel mortgage was foreclosed and truck was sold for
P150,000. Which is correct?
a. C cannot recover the P50,000 deficiency from D because it is prohibited under Recto Law.
b. C cannot recover the P50,000 from D because there is no recovery of deficiency in mortgage contract.
c. C can recover the P50,000 deficiency from D because the Recto Law is not applicable to loans secured by a
chattel mortgage.
d. None of the above.
99. Where the installment buyer of residential real property was able to pay less than two years of installment, what is the grace
period earned by him to pay without additional interest?
a. 30 days
b. 60 days
c. One month
d. Two months
100. Where the installment buyer of residential real property was able to pay two years or more of installment, what is the grace
period earned by him to pay without additional interest?
a. 30 days for every year of installments paid
b. 60 days for every year of installments paid.
c. One month for every year of installments paid.
d. Two months for every year of installments paid.
101. B purchased a residential lot of S for P1,000,000 on installment under the following terms: P200,000 downpayment on January
2, 2001; P100,000 every year thereafter until fully paid. Assume that B defaulted on the very first installment due on January 2,
2002. What is the grace period to pay without additional interest and cash surrender value earned by B?
a. 60 days and P0, respectively
b. 60 days and P100,000, respectively
c. 30 days and P100,000, respectively
d. No grace period and no cash surrender value
102. Assume the same facts in preceding number, except that B defaulted on the installment due on January 2, 2008. What is the
grace period to pay without additional interest and cash surrender value earned by B?
a. 6 months and P440,000
b. 7 months and P540,000
c. 8 months days and P620,000
d. 5 months and P530,000
104. Which of the following is considered “covered transaction” under AMLA for a banking institution?
a. P250,000 or more in one banking day
b. P500,000 or more in one banking day
c. Over P500,000 in one banking day
d. P1,000,000 or more in one banking day
105. Which predicate crime of money laundering still require court order by Court of Appeals before AMLC may examine the bank
accounts of the accused?
a. Kidnapping for ransom
b. Drug trafficking
c. Hijacking
d. Jueteng and Masiao
106. Unless extended by Court of Appeals, what is the initial period of freeze order issued by Court of Appeals regarding bank
accounts involving in money laundering?
a. Ten (10) days
b. Twenty (20) days
c. Thirty (30) days
d. Sixty (60) days
107. Which is not covered by the term “Securities” under Securities Regulation Code?
a. Shares of stocks
b. Voting trust certificates
c. Lease contracts
d. Bonds
110. Which of the following cases falls under the jurisdiction of SEC?
112. The sale of securities requires SEC registration where the qualified buyer is a:
a. Bank
b. Investment company
c. Insurance company
d. None of the above
115. Which is exempted from registration with SEC before engaging in the business of buying and selling of securities in the
Philippines?
a. Brokers and dealers
b. Associated persons of broker and dealer
c. Salesman of broker or dealer
d. None of the above.
116. X borrowed the certificate of stock to Y to be used as security for a loan. Thereafter, the marker price of the shares zoomed up
and X sold the said shares in the trading market. X returned the amount equivalent to the par value of the shares to Y and
pocketed the profit he made from the sale. What is the term for this transaction?
a. Wash sale
b. Short sale
c. Insider trading
d. None of the above.
117. X connived with several brokers to engagement among themselves in the buying and selling of his securities in order to create
a false appearance of active trading with respect to his securities at the stock exchange. What is the term for this transaction?
a. Wash sale
b. Short sale
c. Insider trading
d. None of the above
120. Which of the following is an element of the doctrine of piercing the veil of corporate entity?
a. Complete control over the business
b. Control is used to commit fraud or wrong
c. Control and breach of duty are the proximate cause of the injury or loss
d. All of the above
121. In which of the following cases is piercing the veil of corporate entity not applicable?
a. The corporation operates for the benefit of a single individual who exercises complete control over its funds.
b. The corporation controls the majority stock of another corporation.
c. The corporation is a mere alter ego of another corporation.
d. The corporation is organized to evade an outstanding legal obligation.
123. Which of the following attributes is not common to both a private corporation and a commercial partnership?
a. Succession
b. Income tax rate
c. Juridical personality
d. Can act though agents only
125. Which of the following entities are private corporations, as distinguished from public corporations?
a. GSIS
b. National Power Corporation
c. Public Utilities
d. All of the above
132. It refers to a preferred share that is entitled to received not only the stipulated dividends at a certain rate but also pro-rata with
the common share in the remaining profits?
a. Cumulative
b. Non-cumulative
c. Participating
d. Non-participating
133. Which of the following is not part of legal capital in a stockholder’s equity?
a. Paid-in capital stock
b. Retained earnings
c. Premium on capital stock
d. Donated capital
137. Which of the following transactions does not require the adequacy of unrestricted retained earnings?
a. Redemption of redeemable shares
b. Dividend on common stock
c. Reacquisition of treasury shares
d. Dividend on preferred stock
138. In which of the following is non-voting preferred stock not allowed to vote?
a. Filling of vacancy in the board of directors
b. Amendment of articles of incorporation
c. Increase or decrease in authorized capital stock
d. Dissolution of a corporation
140. Which of the following cases may be approved by SEC for incorporation of there are five incorporators (A, B, C, D and E)?
a. A, B and C are Filipinos residing in Canada; and D and E are American citizens residing in the Philippines.
b. A, B, C, D are over 21 years old; E is 16 years old.
c. A, B, C, and D are natural persons; E is a registered partnership.
d. A, B, C, and D are subscribers of 1 share; all the remaining subscriptions belong to E.
144. What is the term of corporate existence under Old Corporation Code of the Philippines?
a. The term as specified in the articles of corporation which must not be less than 50 years.
b. The term as specified in the articles of corporation which must not be more than 50 years.
c. 50 years.
d. Indefinite number of years.
145. Which “purpose clause” may be accepted by SEC in the articles of incorporation?
a. To practice law in the Philippines.
b. To carry out any lawful business or purpose.
c. Both A and B.
d. Neither A nor B.
146. Which of the following subscriptions is required to be fully paid upon subscription of stocks?
a. Subscription of par value shares by a corporation
b. Subscription of no-par value shares
c. Both A and B
d. Neither A nor B
148. What is the required vote for the amendment of articles of incorporation that would shorten the corporate term?
a. At least majority vote of the board of directors/members and at least majority vote of the outstanding capital
stock/members
b. At least majority vote of the board of directors/trustees and at least ¾ vote of the outstanding capital stock/members
c. At least majority vote of the board of directors/members and at least 2/3 vote of the outstanding capital
stock/members
d. At least majority vote of the board of directors/members and at least 1/3 vote of the outstanding capital
stock/members
149. Which of the following amendments to the articles of incorporation requires for its approval at least majority vote of the board
of directors and the vote or written assent of at least 2/3 of the outstanding capital stock instead of personal voting by at least
2/3 of the outstanding capital stock?
a. Amendment to decrease or increase capital stock
b. Amendment to increase the number of the sits in the board of directors
c. Amendment to incur bonded indebtedness
d. Amendment to reduce voting requirement in a close corporation
151. Which corporate tradenames are not confusingly similar with each other?
a. “House of Investments” vs. “House of Insurance Inc.”
b. “Philips Export B.V.” vs. “Philips Industrial Development, Inc.”
c. “Universal Textile Mills, Inc.” vs. “Universal Mills Corporation”
d. All of the above are confusingly similar with each other.
152. Which of the following statements is false about de jure corporation and de facto corporation?
a. A de jure corporation is one that was able to comply substantially with all the requirements of the law for its
incorporation.
b. A de facto corporation is one that was able to make colorable compliance of the legal requirements for its
incorporation.
c. A de jure corporation’s existence can be attacked in a quo warranto proceeding.
d. None of the above.
154. Which of the following defects would make the corporate a de facto corporation?
a. The corporate name which resembles the name of a pre-existing corporation is likely to deceive the public
but the certificate of registration has already been issued by SEC.
b. Failure to file the articles of incorporation with the SEC.
c. Absence of certificate of incorporation or registration from SEC.
d. Continuing business operations despite the discovery of the defect or defects after incorporation without any action to
correct them.
156. Which statement is false about the board of directors of a stock corporation?
a. The number of directors must not be less than five (5) nor more than fifteen(15).
b. The majority of the directors must be citizens of the Philippines.
c. Each director must own at least one share.
d. The term of office of directors is one year unless a valid holdover takes place.
158. A corporation has five (5) seats in the Board of Directors. X owns ten (10) shares. Which of the following ways of voting in the
election of directors exemplifies the use of straight voting?
a. Fifty (50) votes for a single candidate.
b. Thirty (30) votes for a candidate and 20 votes for another candidate.
c. Either A or B
d. Neither A nor B
159. Which is false about the election of board of directors of stock corporations?
a. Nonvoting shares of stock are counted in determining the quorum during elections although they cannot vote.
b. Voting shall be by ballot, unless voting by viva voce is requested by majority of the stockholders.
c. Stockholders may vote by proxy.
d. Method of voting (straight-voting or cumulative voting) cannot be denied in the articles of incorporation or by-laws of
stock corporations because it is a statutory right.
160. A, B, C, D, E, F and G are the members of the board of directors of a corporation. Unfortunately, E, F and G resigned for
personal reasons. How shall the vacancies be filled up?
a. The vacancies may be filled up by the majority of the board of directors.
b. The vacancies shall be filled up by the majority vote of the stockholders in a regular or special meeting.
c. The vacancies shall be filled up by the vote of at least 2/3 of the stockholders in a regular or a special meeting.
d. None of the above.
161. A, B, C, D, E, F and G are the members of the board of directors of a corporation. Unfortunately, E, F and G were removed
from office due to fraudulent practices.. How shall the vacancies be filled up?
a. The vacancies may be filled up by the majority of the board of directors.
b. The vacancies shall be filled up by the majority vote of the stockholders in a regular or special meeting.
c. The vacancies shall be filled up by the vote of at least 2/3 of the stockholders in a regular or a special meeting.
d. None of the above.
164. When is the contract entered into by a self-dealing director, trustee or officer with his corporation perfectly valid even without
ratification of at least 2/3 of the outstanding capital stock?
a. The presence of the director, trustee or officer in the board meeting in which the contract was approved was
necessary to constitute a quorum for such meeting.
b. The vote of such director, trustee, or officer was necessary for the approval of the contract.
c. Both A and B
d. Neither A nor B.
165. X is a director owning 20% of the outstanding capital stock of ABC Corporation and 40% of DEF Corporation. The corporations
entered into a contract whereby ABC sold its commercial lot to DEF Corporation. The contract was approved as follows: ABC
Corporation – 15 directors in Articles of Incorporation; 6 out of 9 attending directors voted in the affirmative including X; DEF
Corporation – 11 Directors in Articles of Incorporation; 5 out of 7 attending directors voted in the affirmative, including X. What
is the status of the contract entered into by the two corporations having interlocking director?
a. Perfectly valid
b. Voidable
c. Unenforceable
d. Void
166. Which of the following corporate acts may be validly done by executive committee?
a. Amendment of articles of incorporation of the corporation
b. Preparation of the plan for merger of the corporation with another corporation
c. Filing of vacancy in the board of directors
d. None of the above
169. An existing corporation which has an authorized capital stock of 40,000 shares @ P100 par value out of which only 10,000
shares have been offered for subscription which are now fully paid and subscribed. The corporation increased its authorized
capital stock by an additional 20,000 shares @ P100 par value. What is the minimum subscription and paid up requirement
prior to the approval of the increase in the authorized capital stock?
a. At least 15,000 shares must be subscribed and at least 3,750 shares thereof must be paid before the increase in
capital stock will be approved by the SEC.
b. At least 12,250 shares must be subscribed and at least 3,125 shares thereof must be paid before the increase in
capital stock will be approved by the SEC.
c. At least 5,000 shares must be subscribed and at least 3,125 shares thereof must be paid before the increase
in capital stock will be approved by the SEC.
d. None of the above.
170. An existing corporation which has an authorized capital stock of 40,000 shares @ P100 par value out of which only 10,000
shares have been offered for subscription which are now fully paid and subscribed. The corporation increased its authorized
capital stock by an additional 20,000 shares @ P100 par value. All the remaining unissued shares are offered for subscription.
To what extent is the pre-emptive right of X who owns 10% (1,000 shares) of the corporation?
a. 2,000 new shares
b. 2,000 new shares and 3,000 original shares
c. 2,000 new shares and 4,000 original shares
d. None of the above
171. It refers to a high-yield but high-risk bonds issued by heavily indebted or financially weak corporations that are desperately in
need of additional capital.
a. Junk bonds
b. Callable bonds
c. Convertible bonds
d. Guaranteed bonds
172. What is the classification of dividends declared by X corporation in the form of shares of stocks of Y corporation which X
corporation owns?
a. Stock dividend
b. Liquidating dividend
c. Scrip dividend
d. Property dividend
173. Shareholders who shall receive dividends are those who are registered as such in the stock and transfer book as of the:
a. Date of declaration
b. Date of record
c. Date of payment
d. None of the above
174. Which distinction between a cash dividend and a stock dividend is false?
a. The declaration of cash dividend requires only a majority of the quorum of the board of directors, whereas
the declaration of stock dividend requires the approval of at least 2/3 of the members of the board.
b. Cash dividend, once declared, belongs to the stockholder and cannot be transferred to any surplus account of the
corporation; whereas the declaration of stock dividend may be rescinded before its actual issuance.
c. Cash dividend has the effect of distributing the accumulated profits to the stockholders; whereas stock dividend has
the effect of capitalizing such accumulated profits thereby increasing the corporation’s capital.
d. A delinquent stockholder is still entitled to receive cash dividend but it must be applied to his unpaid subscription
balance whereas stock dividend shall be withheld until the delinquent stockholder pays the subscription in full.
176. It refers to the restructuring of corporate capital where the outstanding shares are called in and replaced by a larger number,
accompanied by a corresponding reduction in the par or stated value.
a. Stock adjustment
b. Stock split-up
c. Stock split-down
d. Stock trading
179. A corporation is organized for the purpose of manufacturing and processing fruit stuffs. Which shall be considered ultra vires
acts only but not illegal?
a. Manufacture of canned tomato products
b. Manufacture of shabu
c. Both A and B
d. Neither A nor B
183. The majority of the outstanding capital stock or members entitled to vote shall be necessary for the approval of:
a. Call of special meeting to remove directors or trustees
b. Removal of directors or trustees
c. Fixing of issued price of no-par value shares
d. Delegation to the board of directors of the power to amend or repeal the by-laws or adopt new by-laws
184. Which corporate acts require at least majority vote of the board of directors and at least 2/3 of the outstanding capital stock?
a. Approval of management contract
b. Amendment of by-laws
c. Issuance of stock dividends
d. None of the above
185. Which corporate acts require at least majority vote of the board of directors and at least 2/3 of the outstanding capital stock?
a. Adoption of by-laws
b. Plan of merger or consolidation
c. Management contract
d. Fixing of issue price of no-par value stock
187. X entered into a voting trust agreement with Y whereby the former transferred the legal title of all his shares of stock to the
latter. Which is correct about voting trust agreement?
a. X is qualified to run for a seat in the board of directors.
b. X has the right to collect the dividends.
c. X and Y have the right to inspect corporate books.
d. X and Y have the right to vote in the election of the board of directors.
192. X subscribed 1,000 shares, P100 par value, of ABC Corporation. To date, he has paid P50,000 or half of the subscription.
Which is true?
a. X can unilaterally sell the unpaid 500 shares to a third party which will bind the corporation.
b. X can unilaterally sell the entire 1,000 shares to a third party which will bind the corporation.
c. X is entitled to a certificate of stock on the 500 shares already paid.
d. X is entitled to receive dividends and cast his vote equivalent to 1,000 shares.
196. X subscribed for 1,000 of P500 par value common stock for P500,000. He was able to pay only P200,000 and so the 600
unpaid shares were declared delinquent. Accrued interest to date amounted to P21,000 and expenses for the public sale
amounted to P4,000. The following binds were offered:
A – P325,000 for 800 shares
B – P325,000 for 600 shares
C – P250,000 for 600 shares
D – P200,000 for 400 shares
What is the consequence of the sale to the highest bidder?
a. D shall own 400 shares and X shall retain 600 shares.
b. A shall own 800 shares and X shall retain 200 shares.
c. B shall own 600 shares and the corporation shall own 400 shares.
d. B shall own 600 shares and X shall retain 400 shares.
197. X is a stockholder of ABC Corporation. He and other stockholders were recently denied of their preemptive right when the
corporation increased its authorized capital stock and they were also prohibited to exercise the right to vote in the election of
the board of directors. Which action may be filed by X against ABC Corporation?
a. Derivative suit for preemptive right and right to vote.
b. Representative suit for preemptive right and right to vote.
c. Representative suit for preemptive right and individual suit for right to vote.
d. Individual suit for preemptive right and representative suit for right to vote.
203. When shall the stockholder become liable for the costs and expenses of appraisal?
a. The fair value ascertained by the appraisers is approximately the same as the price offered by the corporation to the
stockholder who refused the same.
b. The refusal of the stockholder to accept payment is found to be unjustified in an action filed by the stockholder to
recover such fair value.
c. Either A or B
d. Neither A nor B
218. ABC Corporation is a foreign corporation doing business without license. ABC Corporation entered into a contract with DEF
Corporation, a domestic corporation who violated the contract. Which is correct?
a. ABC can sue DEF before Philippine courts without securing the necessary license.
b. ABC can never sue DEF before Philippine courts under all instances.
c. The contract between ABC and DEF is null and void.
d. ABC may secure the required license from SEC after the breach and then sue DEF afterwards.