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iCARE Accountancy Review

REGULATORY FRAMEWORK FOR BUSINESS TRANSACTIONS


QUIZZER

Direction: Read and select the best answer for the following questions.

1. Which of the following is not a negotiable instrument?


a. Treasury warrant
b. Bond
c. Certificate of deposit
d. Banker's acceptance

2. Which of the following is not a requisite of a negotiable promissory note?


a. The promissory note must be in writing and signed by the maker.
b. The promissory note must be payable on demand, or at a fixed time or at a determinable future time.
c. The promissory note must be payable to a specified person named therein.
d. The payee of a promissory note payable to order must be named or otherwise indicated therein with reasonable
certainty.

3. Which of the following instruments is non-negotiable?


a. A bill of exchange written with the use of pencil.
b. A bill of exchange written on a wall.
c. A promissory note written on a piece of paper.
d. A promissory note signed with a mark.

4. Which of the following instruments is an invalid instrument?


a. "Pay P or order P1,000 out of my share from profits of ABC, LTD." Signed. M
b. "Pay P or order P2,000 in two equal installments plus 10% interest per annum." Signed. M.
c. "Pay P or order P3,000 one month before X's demise." Signed. M.
d. None of the above.

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.

6. Which of the following promissory notes payable in installment is negotiable?


a. I promise to pay P or order P30,000 payable in two (2) installments.
b. I promise to pay P or order P30,000 payable in four (4) quarterly installments effective to date.
c. I promise to pay P or order P30,000 payable at P500 for each installment.
d. None of the above.

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."

8. Which of the following instruments is payable at a fixed or determinable future time?


a. I promise to pay P or order P20,000 30 days before X’s demise.
b. I promise to pay P or order P20,000 upon sight.
c. I promise to pay P or order P20,000.
d. None of the above

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.

11. Which of the following statements to instruments payable on demand is false?


a. A bill of exchange which is payable at sight is payable as soon as it is seen by the drawer.
b. An instrument which payable on call is payable on demand.
c. An instrument where no time for payment is expressed is payable on demand.
d. An instrument which is issued, accepted or indorsed when overdue is deemed payable on demand as regards the
person so issuing, accepting or indorsing it.

12. Which of the following is an order instrument?


a. I promise to pay X or bearer.
b. I promise to pay Captain Barbell or order.
c. Indorsements made at the back of an order instrument: Pay to A, (Sgd.) P; Pay to B, (Sgd.) A; Pay to C, (Sgd.) B;
Sgd. C.
d. None of the above.

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13. Which of the following is a bearer instrument?
a. Pay P the sum of P10,000 on demand.
b. Pay to the order of P the sum of P10,000 on December 31, 2030.
c. Pay order P10,000 upon sight.
d. None of the above.

14. Which of the following statements is correct?


a. The determination of the maturity date is not necessary in an instrument which is payable at a fixed period after date.
b. The date of issue of a promissory note payable on demand is essential to make the instrument negotiable.
c. An instrument which is ante-dated is an invalid instrument.
d. The holder of an instrument which is payable at a fixed period after date but is issued undated may insert
therein the true date of issue.

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

19. Which of the following statements is incorrect?


a. Where there is a discrepancy between the sum payable expressed in words and that which is expressed in figures,
the words prevails over the figures.
b. Where there is a conflict between the written provisions and the printed provisions of the instrument, the written
provisions prevail over the printed provisions.
c. Where there is doubt whether an instrument is a bill or a note, the issuer or drawer may treat it as either at
his election.
d. Where the instrument which contains the words I promise to pay is signed by two or more persons, they are deemed
to be solidarily liable thereon.

20. Which of the following statements is false?


a. It is the intent to defraud that distinguishes forgery from spoliation.
b. Forgery has the effect of making the instrument void.
c. Parties subsequent to a forged indorsement cannot acquire any right as against parties prior to the forgery.
d. The party whose indorsement is forged in a note which is originally payable to bearer is liable to a holder in due
course.

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

22. Which of the following statements is false?


a. The drawee-bank can recover the payment it made to a holder in due course where the drawer’e signature on
the check is forged.
b. The drawee-bank can recover the payment it made to the encasher of the check where the payee’s signature on the
check is forged.
c. The drawee-bank that paid a check with a forged indorsement cannot debit or charge the drawer’s account in the
absence of negligence on the part of the drawer.
d. None of the above

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23. Which of the following statements is true?
a. If the note is payable to order, the party whose indorsement is forged is liable only to a holder not in due course but is
not liable to a holder in due course.
b. If the note is payable to bearer, the party whose indorsement is forged is liable to any holder whether or not he is a
holder in due course.
c. If the bill of exchange is payable to order, the party whose indorsement is forged is liable only to a holder in due
course but is not liable to a holder in due course.
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.

27. Which of the following is an invalid indorsement?


a. An indorsement which is contained in an allonge where there is still sufficient space at the bank of the negotiable
instrument.
b. A partial indorsement is made where part of the amount has already been paid.
c. A note for P10,000 is indorsed by A for P7,000 and by B for P3,000 simultaneously.
d. A note for P10,000 is indorsed by A and B for the full amount.

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

29. Which of the following statements is true?


a. A blank indorsement of an order instrument converts the instrument into a bearer instrument.
b. An order instrument which is specially indorsed by P can only be further negotiation by P’s special indorsement.
c. A bearer instrument cannot be negotiated by indorsement coupled with delivery.
d. A special indorsement must contain the words “or order” or “to the order of” to make it further negotiable.

30. Which is not a restrictive indorsement under Negotiable Instruments Law?


a. “Pay to A or B” Sgd. P
b. “Pay to A only” Sgd. P
c. “Pay to A for collection.” Sgd. P
d. “Pay to A in trust for X.” Sgd. P

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

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33. A promissory note payable to P or order contains the following indorsements at the back thereof: (Sgd.) P; Pay to B, (Sgd.) A;
Pay to C, (Sgd.) B. C is the present holder. Which is correct?
a. C cannot strike out any of the indorsements.
b. C may strike both P’s and A’s indorsements, bue he cannot strike out B’s immediate indorsement.
c. C may strike out all indorsements of P, A and B thereby converting the order instrument into a bearer instrument.
d. None of the above.

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

35. Which of the following is not a requisite of a holder in due course?


a. He took the instrument complete and regular upon its face.
b. He became the holder of the instrument before it is overdue and without notice that it had been previously dishonored
if such was the fact.
c. He took the instrument in good faith and for value.
d. He has no knowledge of any fact which would impair the validity of the instrument or render it valueless.

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.

41. Which is not a characteristic of an irregular indorser?


a. His signature is placed on the instrument after its delivery to the payee.
b. He is not a party to the instrument.
c. The purpose of the indorsement is not to transfer title to the instrument.
d. His warranties are the same as those of a general indorser.

42. Which of the following parties is secondarily liable to a negotiable instrument?


a. Maker of a promissory note.
b. Drawee of a bill of exchange.
c. Acceptor of a bill of exchange.
d. Drawer of a bill of exchange.

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.

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44. Which is false about qualified indorser and a person negotiating a bearer instrument by delivery?
a. Both parties are not liable in case of insolvency of a prior party, unless they have knowledge thereto.
b. The liabilities of both parties extend to all subsequent holders of the instrument.
c. Both parties are liable in case the signature of the maker of a promissory note is forged.
d. None of the above.

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.

46. Which is false?


a. The holder of the instrument may sue the maker or acceptor for nonpayment after maturity date without need of prior
demand.
b. Presentment for payment is not necessary to charge the maker or acceptor even if presentment for payment is
required and stipulated in the instrument.
c. Failure to make presentment for payment to the maker or acceptor will not discharge the drawer and
indorsers from their secondary liability.
d. Presentment for payment may be dispensed with where the drawee is a fictitious person.

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.

48. Who shall be given notice of dishonor?


a. Maker and acceptor
b. Qualified indorser and person negotiating the instrument by mere delivery
c. Payee who generally indorsed the instrument
d. None 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.

50. Which of the following constitutes material alteration?


a. Changing the sum payable written in figures without changing the sum payable written in words
b. Insertion of legal rate of interest where payment of interest is stipulated but without specifying the rate
c. Placing the name of the indorsee above the indorser's signature to convert a blank indorsement into a special
indorsement
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

54. Which of the following statements is false?


a. Where the drawee refuses to return the bill as accepted or non-accepted, or destroys the same, within twenty-four
(24) hours after its delivery or within such other period as the holder may allow, he is deemed to have accepted the
same.
b. The holder who assents to the qualified acceptance must give notice of such qualified acceptance to the drawer and
prior indorsers so that the latter may decide to assent or dissent thereto.
c. A check must be presented for acceptance prior to its presentment for payment.
d. The drawee shall only become liable on the bill of exchange when he accepts the same upon presentment for
acceptance.

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55. Which of the following statements relative to protest is false?
a. It is normally prepared and certified by a notary public.
b. It requires at least one witness.
c. It is normally required in case of foreign bills but not generally in inland bills.
d. It may be dispensed with in the same manner as a notice of dishonor may be dispensed with.

56. Which of the following is a characteristic of a bill in set?


a. It consists of several parts being numbered without any reference to other parts.
b. A bill in set containing three parts shall be considered as three distinct bills.
c. The drawee is bound to accept all the parts of a bill in set.
d. None of the above.

57. Which is correct?


a. In acceptance supra protest, a stranger to the bill engages to pay it if not paid by the drawee, provided it is
duly protested for nonpayment with notice of dishonor given to him.
b. An acceptance for honor which does not specify for whose honor it is made shall be deemed to be an acceptance for
the honor of the drawer and the indorsers.
c. In payment supra protest, payment is made by a party and not by a stranger to the bill.
d. Payment for honor applies to both bills and notes.

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.

59. Which is false?


a. A manager’s check operates as an assignment of funds to the credit of the payee of holder which is no longer subject
to countermand.
b. A check which is crossed specially can only be deposited in the bank whose name is written between the parallel
lines.
c. A check which is crossed generally can be deposited in any bank where the holder maintains a deposit.
d. A crossed check is not a negotiable instrument.

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

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67. Which of the following marks is most likely to be accorded exclusive registration in accordance with Intellectual Property Code
of the Philippines?
a. The trademark “SHINEE” for floor wax.
b. The trademark “INSTAGLUE” for adhesive glue that has been manufactured and sold in the Philippines for three (3)
years now.
c. The tradename “ROPE FACTORY, INC.” for manufacturer of ropes and strings.
d. The trademark “RHEUMAPAS” for medicated plaster.

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.

70. Which of the following trademarks are confusingly similar?


a. “Fruit of the Loom” for women’s panties vs. “Fruit for Eve” also for women’s panties.
b. “Brut” for toilet articles vs. “Brute” for men’s briefs.
c. “Pertusin” for cough medicine vs. “Atusin” also for cough medicine.
d. “Ang Tibay” for shoes and slippers vs. “Ang Tibay” for pants and shirts.

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

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77. Which of the following works are considered as literary and artistic works that are protected by copyright from the moment of
creation?
a. White pages of telephone directory
b. The lines "Just do it"
c. Stories about Robin Hood
d. Pantomime

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

79. Which of the following matters are accorded copyright protection?


a. Photographs taken by a reporter of a sexy movie star
b. Illustrations of playing of board game
c. News about assassination of senator
d. Civil Code of the Philippines

80. Which of the following shall be given copyright protection?


a. Maze in "PACMAN" video game
b. Flying position of "Superman"
c. Evil black-robbed knight in "Star Wars"
d. None of the above

81. Which of the following acts constitutes copyright infringement?


a. Private performance of the work
b. Inclusion of work by way of illustration for teaching purposes
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

86. A maintained the following deposits at BPI Bank:


P600,000 – savings deposit in the name of A and/or B
P200,000 – time deposit in the name ABC Partnership
P300,000 – current account in the name of A
How much can A personally recover from PDIC if BPI Bank was liquidated by BSP?
a. P900,000
b. P600,000
c. P550,000
d. P300,000

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

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88. Which is false about Foreign Currency Deposit Act also known as R.A. No. 6426?
a. The foreign currency deposits maintained abroad by Filipino citizens are not covered by the provisions of this act.
b. Depositary banks which have been qualified by the Monetary Board to function under expanded foreign currency
deposit system are exempt in maintain the fifteen percent (15%) foreign currency cover for their liabilities in the form
of foreign currency deposit with BSP.
c. Foreign currency deposits are of absolutely confidential nature, except upon the written permission of the depositor.
d. Foreign currency deposits are subject to attachment, garnishment, or any other order or process of the
court.

89. Which is false about contract of chattel mortgage?


a. Registration of the chattel mortgage is made in the Chattel Mortgage Registry of the Register of Deeds where the
property is located.
b. Aside from the Chattel Mortgage Registry of the Register of Deeds where the property is located, registration shall
also be made where the mortgagor resides if he resides in a place other than where the property is located.
c. Where the parties executed a chattel mortgage on a building, they shall be bound to the chattel mortgage contract.
d. Failure to execute the Affidavit of Good Faith and to register the chattel mortgage contract shall invalidate
the mortgage.

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

91. Which is true about real estate mortgage contract?


a. The one-year redemption period is interrupted by the filing of an action questioning the validity of the foreclosure sale.
b. The mortgagee can recover any deficiency in the foreclosure sale but any excess or surplus shall be given to
the mortgagor.
c. A writ of possession shall be issued in favor the purchaser in an extrajudicial foreclosure sale even if there is a
registered lease contract between the mortgagor-lessor and the lessee.
d. The purchaser at the extra-judicial foreclosure sale who took possession of the property without the benefit of a writ
of possession cannot be ejected by the mortgagor.

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.

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98. Which installment sale is covered by Maceda Law also known as Realty Installment Buyer Protection Act?
a. Installment sale of condominium dwelling units
b. Installment sale of commercial buildings
c. Installment sale of industrial lots
d. Installment sale of agricultural lands to tenants under the Agrarian Reform Program

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

103. Which of the following is not a member of Anti-Money Laundering Council?


a. Secretary of Finance
b. Governor of BSP
c. Insurance Commissioner
d. SEC Chairperson

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

108. Which of the following is false?


a. A broker is a person who is engaged in the buying and selling of securities for the account of others.
b. A dealer is a person who is casually engaged in the buying and selling of securities for his own account.
c. An associated person of a broker or dealer does not include the employee of the broker or dealer whose functions
are solely clerical or ministerial.
d. An associated person of a broker or dealer does not include his salesman performing non-discretionary functions.

109. Which is false about the commissioners of SEC?


a. They are appointed by the president of the Philippines to serve a term of 7 years each.
b. They must all be natural-born citizens of the Philippines.
c. At least three of the Commissioners must be members of the Philippine Bar.
d. None of the above.

110. Which of the following cases falls under the jurisdiction of SEC?

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a. Petition for insolvency where the corporation, partnership or association has no sufficient assets to cover liabilities.
b. Petition for suspension of payments where corporation, partnership or association having sufficient assets to cover its
liabilities foresees the impossibility of meeting they when they fall due.
c. Intra-corporate or partnership controversies
d. None of the above

111. Which of the following must be registered with SEC?


a. Securities issued or guaranteed by the Philippine government
b. Certificates issued by a trustee in bankruptcy duly approved by the proper adjudicatory body
c. Bank’s own shares of stocks
d. None of the above

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

113. Which of the following statements is false?


a. A preneed plan includes life, pension, education and interment plans.
b. All commodity future contracts are gambling and against public policy.
c. A tender offer is an offer to acquire at least 15% of any class of any equity security of a listed corporation by filing a
declaration to that effect with the SEC.
d. None of the above.

114. Which act of an insider is unlawful?


a. The insider communicates material nonpublic information about the issuer or the security to any person,
knowing, or believing that such person will buy or sell the security of the issuer by reason of the information.
b. The insider proves that the information was not gained from his relationship with the issuer of the securities.
c. The insider has reason to believe that the other party who is identified is also in possession of the information.
d. The insider shows that the information is not material non-public information.

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

118. Which is not a characteristic of an “Exchange”?


a. It may be incorporated as a stock or nonstock entity.
b. It must be engaged solely in the business of operating an exchange, unless exempted under the rules and
regulations adopted by the SEC.
c. The brokers in the board of the Exchange shall comprise of not more than 49% of such board.
d. None of the above.

119. Which is false about a corporation?


a. A corporation has a legal personality distinct and separate from its stockholders.
b. A corporation may be entitled to an award of moral damages where its good reputation is besmirched resulting into
social humiliation.
c. The interest of shareholders in corporate property is purely inchoate.
d. A corporation is not within the protection of the Constitution regarding the right to be secure against
unreasonable searches and seizures.

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.

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122. Which is true about a corporation?
a. A corporation enjoying a legislative franchise to supply electricity may engage in buying and selling agricultural lands.
b. A corporation engaged in car dealership may engage in land transportation business.
c. A corporation engaged in deep-sea fishing may operate an ice plant as a public service operator.
d. A corporation engaged in the manufacture of rubber shoes may engaged in the manufacture of rubber
cement.

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

124. Which of the following entities cannot be organized as a stock corporation?


a. Bank
b. Close corporation
c. Religious corporation
d. Educational corporation

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

126. When may a corporation become a partner to another corporation?


a. All partners are managing partners and the articles of incorporation expressly allow it.
b. The foreign corporation is a general party in a domestic limited partnership.
c. A joint venture is entered into that is not in line with its business.
d. None of the above.

127. Which of the following statements relative to a private corporation is true?


a. All incorporators are stockholders.
b. All corporators are incorporators.
c. All incorporators are subscribers.
d. None of the above

128. Which about capital stock is false?


a. There is no authorized capital stock in no-par value shares.
b. Subscribed capital stock is still unissued.
c. Treasury stock is not part of outstanding capital stock.
d. None of the above.

129. Which of the following is not a feature of authorized capital stock?


a. It applies only to par value stock.
b. It represents the maximum stock that may be issued by the stock corporation.
c. It may include subscribed capital stock.
d. It may include retained earnings.

130. Which of the following is a feature of share of stock?


a. It makes the stockholder a creditor of the corporation.
b. It is an incorporeal right.
c. It represents property of the corporation.
d. It requires a certificate of stock to vest ownership.

131. Which is the following is not a feature of a preferred stock?


a. It cannot vote, unless expressly granted in the articles of incorporation.
b. It is only preferred as to dividends in the absence of stipulation.
c. It is always a par value stock.
d. It may be classified as redeemable stock.

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

134. Which is not a characteristic of a no-par value share?


a. It always has an issued value.
b. It may be issued together with par value shares.
c. It may be issued even if the subscription is not yet fully paid.
d. It has no stated value appearing on the certificate of stock.

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135. What is the term used for the value of a share of stock, which is increased by net profits or reduced by net losses of the
corporation?
a. Book value
b. Par value
c. Market value
d. Liquidation value

136. Which corporation may issue no-value share?


a. Banks
b. Insurance companies
c. Public utilities
d. None of the above

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

139. Which is not a characteristic of treasury share?


a. It is an issued share but is not classified as outstanding share.
b. It has no voting right.
c. It may be sold at less than par value.
d. It may be distributed as a stock dividend.

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.

141. Which statement about an incorporator is true?


a. Duly established cooperative and corporations primarily organized to hold equities in rural banks may be
incorporators of rural banks.
b. Natural persons may be incorporators of stock and nonstock corporations.
c. Both A and B.
d. Neither A nor B.

142. Which is false about the filing of articles of incorporation?


a. The “express lane” may be availed of upon the payment of a minimum fee by corporations to be organized
with a capital stock not exceeding P1,000,000.
b. The articles of incorporation shall be submitted together with other related documents, such as the corporate
treasurer’s affidavit, bank certificate of deposit, and recommendations from the appropriate government agency in
cases of corporations governed by special laws.
c. The articles of incorporation may state the principal purpose of the corporation couched in broad and general terms.
d. None of the above.

143. When may the corporate by-laws be filed with SEC?


a. Upon the filing of the articles of incorporation.
b. Within one month from the filing of the articles of incorporation.
c. Either A or B
d. Neither A nor B

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

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147. A corporation to be formed has an authorized par value capital stock of P8,000,000 divided into 80,000 shares @ P100 par
value, and an authorized no-par value capital stock of 200,000 shares. Which of the following meets the pre-incorporation
subscription requirement?
a. On the par-value stock, 20,000 shares are subscribed and 5,000 shares thereof are paid; on the no-par value stock,
50,000 shares are subscribed and 12,500 shares thereof are paid.
b. On the par-value stock, 40,000 shares are subscribed and 20,000 shares thereof are paid; on the no-par value stock,
100,000 shares are subscribed and 50,000 shares thereof are paid.
c. On the par value stock, 20,000 shares are subscribed and 5,000 shares thereof are paid; on the no-par value
stock, 50,000 are subscribed and fully paid.
d. None of the above

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

150. When shall amendment to articles of incorporation take effect?


a. Upon the date of approval by SEC
b. Upon the lapse of six (6) months from the date of filing if not acted upon by SEC for a cause not attributable to the
corporation
c. Either A or B
d. Neither A nor B

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.

153. Which of the following is a characteristic of a de facto corporation?


a. There is a bona fide attempt to comply with the requirements of the law in organizing the corporation.
b. There is an actual exercise of corporate powers in good faith.
c. Both A and B
d. Neither A nor B

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.

155. Which is false about a corporate by estoppels?


a. It is an ostensible corporation.
b. It is treated as a de jure or de facto corporation between the persons misrepresenting themselves as a corporation
and the persons who relied on their misrepresentation.
c. Those who assume to act as a corporation shall be liable as general partners for all debts, liabilities and damages
resulting therefrom.
d. None of the above

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.

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157. Which is false about the board of directors of a stock corporation?
a. Only natural persons can become members of the board of directors provided that a corporation that owns shares of
stock in another corporation may designate its officer or representative to sit in the latter corporation’s board of
directors.
b. A majority of the quorum of the board is sufficient to adopt a proposal calling for an election of officers.
c. The President of the corporation must be a director but he cannot occupy the positions of president-treasurer or
president-secretary at the same time.
d. Directors cannot attend nor vote by proxy in board meetings.

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.

162. Which is false about the board of directors of a stock corporation?


a. A director must not have been convicted by a final judgment of an offense punishable by more than six (6) years of
imprisonment, or committed a violation of the Corporation code within five (5) years prior to the date of election or
appointment.
b. A director may be removed from office by a vote of the majority of the outstanding capital stock with or
without cause; provided, that removal without cause may not be used to deprive minority stockholders, who
used cumulative voting to elect such director, of the right of representation.
c. No director shall receive any compensation (other than reasonable per diems) as such, unless the same is granted in
the by-laws or but a vote of at least majority of the outstanding capital stock, provided, that the total yearly
compensation (excluding reasonable per diems and compensation as officers) shall not exceed ten (10%) percent of
the net income before tax of the corporation during the preceding year.
d. Additional qualifications may be provided in the by-laws as long as they are reasonable and not contrary to law.

163. Which of the following statements is true about corporate officers?


a. The term of office of the corporate President is coterminous with his term as a board director.
b. The corporate President may simultaneously serve as the corporate treasurer or corporate secretary.
c. The corporate treasurer must be a citizen of the Philippines.
d. The corporate secretary must also be a director or trustee of a corporation.

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

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167. Which is not a power of a corporation?
a. To sue and be sued
b. Succession
c. Making donations in aid of any political party
d. Establishment of retirement and other benefit plans for its directors, trustees, officers and employees

168. When is stockholder’s pre-emptive right not available?


a. Shares to be issued in compliance with laws requiring stock offerings or minimum stock ownership by the public such
as Initial Public Offering requirement to become a listed entity
b. Shares to be issued in good faith and with the approval of at least 2/3 of the outstanding capital stock in payment of a
previously contracted debt.
c. Both A and B
d. Neither A nor B

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.

175. Which of the following statements about fractional shares is false?


a. A fractional share is a share that is less than one share of stock which may arise when the corporation declares stock
dividend to its stockholders.
b. A fractional share has no voting right.
c. A fractional scrip certificate may be negotiated with another fractional scrip certificate to convert them into one full
share.
d. None of the above.

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

Regulatory Framework for Business Transactions Page 16 of 20


177. Which is a valid restriction of retained earnings?
a. Justifiable expansion projects approved by the board of directors.
b. Loan agreement requiring the debtor to first secure the consent of the creditor before any dividend may be declared,
and such consent is not yet secured.
c. Both A and B
d. Neither A nor B

178. Which is false about management contract?


a. The entire supervision and control over the officers and business of the managed corporation is turned over
to the managing corporation.
b. The contract must not be longer than five (5) years at any one term.
c. The contract must be approved by the board of directors or trustees, and by the majority of the outstanding capital
stock or members as the case may be, of both the managing and managed corporations.
d. The 2/3 vote of the outstanding capital stock entitled to vote or members, as the case may be, of the managed
corporation shall be necessary whenever the stockholders having the same interest in both corporations own or
control more than 1/3 of the total outstanding capital stock entitled to vote of the managing corporation.

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

180. Which is false about the by-laws of a corporation?


a. Post-incorporation by-laws shall be submitted for approval to SEC not later than one (1) month from receipt of official
notice of the issuance of certificate of incorporation.
b. Any amendment or repeal of by-laws requires at least majority vote of the board of directors/trustees and at
least 2/3 vote of the outstanding capital stock/members.
c. It is not binding on third persons, unless they have actual or constructive knowledge thereof.
d. None of the above.

181. Which is true about the corporate board meetings of a corporation?


a. It is held on a monthly basis.
b. It must be held within the Philippines.
c. It cannot be done through teleconferencing or videoconferencing.
d. It may be attended by means of a proxy.

182. Which is true about the meetings of corporate stockholders or members?


a. It is always held on any day of April of each year.
b. It can be conducted anywhere in the Philippines.
c. It may be attended by means of proxy.
d. It cannot be called on a special basis.

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

186. Which is not a characteristic of a proxy?


a. An oral proxy is not valid.
b. It can be denied in the articles of incorporation and by-laws of a non-stock corporation.
c. A continuing proxy within a period of five (5) years is not valid.
d. It is not allowed in meetings of the board of trustees.

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.

188. Which statement is true relative to subscription of stocks?


a. A subscription contract is for the acquisition or purchase of original shares but not of additional new shares resulting
from a capital increase.
b. The statute of frauds is never applicable to subscription contracts.
c. A pre-incorporation subscription contract is irrevocable for a period of one (1) year from the date of subscription.
d. A subscription contract cannot provide that the subscriber shall pay the shares subscribed out of the
dividends that may be declared thereon until the subscription shall have been fully paid.

Regulatory Framework for Business Transactions Page 17 of 20


189. Which is true about stock option?
a. Stock option must be granted at par value for a period of three (3) years from commencement of business.
b. Stock option must be exercised within one (1) year from approval of the SEC.
c. Both A and B
d. Neither A nor B

190. Which is false about the transfer or issuance of shares of stocks?


a. Shares of stocks cannot be issued in exchange for promissory note or future services.
b. Treasury shares may be sold for a reasonable price even if less than par or issued value.
c. Over-issued stocks which are in excess of authorized capital stock are null and void.
d. Shares of stock cannot be issued unless the subscription is fully paid.

191. Which is false about certificate of stock?


a. It is a document that serves as tangible evidence of ownership of the shares of stocks.
b. It is a negotiable instrument as contemplated by the Negotiable Instruments Law.
c. It case a subsequent transfer of stock is not recorded in the stock and transfer book of the corporation and the
certificate is not surrendered to the corporation so that a new one will be issued in favor of the transferee, the said
transfer will not bind the corporation and the creditors.
d. None of the above.

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.

193. Which is false relative to watered stock?


a. It is issued for a consideration that is less than par or issued value.
b. It is void per se.
c. The director or officer having knowledge thereof and without raising any objection thereto is solidarily liable with the
stockholder to the corporation and its creditors for the difference between the par or issued value and the
consideration.
d. None of the above.

194. Which is not a characteristic of a delinquent stock?


a. A stock becomes delinquent when the subscription is not paid in full within the 30-day grace period counted from the
maturity date of the subscription contract or on the date stated in the “call” after due notice to the stockholders.
b. A “call” is not necessary where the subscription contract has provided for a definite date of payment.
c. A delinquent stock loses its right to receive dividends up to the time of delinquency sale.
d. Any cash dividend shall first be applied to the unpaid subscription before the balance thereof will be given to the
stockholder but any stock dividend shall be withheld until full payment of the price.

195. Which right is removed from a delinquent stockholder?


a. Right to vote
b. Right to dividend
c. Both A and B
d. Neither A nor B

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.

198. Which book is not used by a nonstock corporation?


a. Minutes of meetings book
b. Stock certificate book
c. Journal
d. Ledger

199. Which is not an attribute of merger or consolidation?


a. It needs approval of at least majority vote the board of directors.
b. It requires the consent of the creditors of the subject corporations.
c. It becomes effective upon the issuance of the certificate of merger or consolidation.
d. It requires the approval of at least 2/3 of voting and nonvoting outstanding capital stock.

Regulatory Framework for Business Transactions Page 18 of 20


200. In which of the following cases is appraisal right not available?
a. Any amendment to the articles of incorporation that changes or restricts the rights of any stockholder or class of
shares.
b. Merger or consolidation.
c. Investment of funds in another corporation or business for a purpose other than its primary purpose
d. Expiration of corporate term

201. Which is not an attribute of appraisal right in a corporation?


a. A written demand for payment of the shares of the dissenting stockholder must be made within 30 days from the date
he cast his negative vote.
b. The certificate of stock should be surrendered to the corporation within 10 days from the date of demand for payment.
c. The right may be exercised in exceptional cases provided by BP 68 where appraisal right is available to dissenting
stockholders.
d. The dissenting stockholders can no longer sell or transfer the shares after the certificate of stock have been
annotated by the corporation as dissenting shares.

202. Which is false about appraisal right in a corporation?


a. The fair value of the shares of stocks as of the day prior to the date on which the vote was taken, inclusive of
any appreciation or depreciation in anticipation of such action, shall be made the basis for payment upon
surrender thereof to the corporation.
b. The parties are given sixty (60) days from the date the proposed corporate action was voted upon to arrive at the fair
value of the dissenting shares.
c. In the event they cannot agree on the said fair value, it shall be determined by three (3) disinterested persons (one to
be named by the stockholder, another by the corporation, and the third by the two thus chosen.)
d. None of the above.

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

204. Which is not an attribute of a close corporation?


a. Management of the corporation may be entrusted to the stockholders rather than to a board of directors.
b. The number of stockholders may exceed 20 where holders of treasury stock are also to be counted.
c. The stocks are not listed in any stock exchange or offered to the public.
d. Restriction can be made absolutely prohibiting the transfer of stock to outsiders unless and until the
corporation buys there stocks from the transferring stockholder.

205. Which is not an attribute of a close corporation?


a. The officers or employees may be elected or appointed by the stockholders themselves rather than by the board of
directors as may be provided in the articles of incorporation.
b. The preemptive right of stockholders does not extent to treasury shares.
c. The holders of each class of stock may elect the allocated number of directors coming from their own class as
provided in the articles of incorporation.
d. Any amendment to the articles of incorporation must be approved by at least 2/3 of the outstanding capital stock with
or without voting rights.

206. Which is not an attribute of a close corporation?


a. A stockholder may not withdraw, for any reason, from the corporation and demand the corporation buy his
shares at their fair value which shall not be less than the par or issued price, if the corporation has no
unrestricted retained earnings even if the corporation has sufficient assets to cover its liabilities.
b. Any stockholder may petition the SEC for the dissolution of the corporation by reason of illegal, fraudulent, dishonest,
oppressive or unfair acts of directors or officers, or misapplication of corporate assets.
c. A corporation is deemed not a close corporation when at least 2/3 of its voting stock is owned or controlled by
another corporation which is not a close corporation.
d. A corporation vested with public interest cannot be organized as a close corporation.

207. Which of the following may be organized as a close corporation?


a. Mining companies
b. Oil companies
c. Banks
d. None of the above

208. Which is a characteristic of appraisal right of a stockholder in a close corporation?


a. It is absolute, unless expressly curtailed in the articles of incorporation.
b. It can be exercised on voting and nonvoting stocks, including treasury shares.
c. Both A and B
d. Neither A nor B

209. Which may be validly done by an ordinary nonstock corporation?


a. Distribute any part of its income as dividends.
b. Use its incidental profit for any purpose other than the purpose to which it is organized.
c. Both A and B
d. Neither A nor B

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210. Which is not a characteristic of an ordinary nonstock corporation?
a. It does not distribute dividends to its members, although its members may in some cases be expressed in terms of
shares of stocks.
b. It is prohibited to engage in business with the object of making profits, although it may earn income as an incident to
its operation which must be used in furtherance of its purpose.
c. Each member is entitled to one vote which cannot be broadened or denied in the articles of incorporation or
by-laws.
d. Cumulative voting is not allowed in the election of the board of trustees unless expressly provided in the articles of
incorporation or by-laws.

211. Which is not a characteristic of an ordinary nonstock corporation?


a. A member may vote by proxy which cannot be denied in the articles of incorporation or by-laws.
b. Voting by mail or any other means shall only be allowed in authorized in the by-laws and approved by the SEC.
c. Additional qualifications for voting members may be provided in the articles of incorporation or by-laws.
d. Its membership is personal and nontransferable, unless otherwise provided in the articles of incorporation or by-laws.

212. Which is not a characteristic of an ordinary nonstock corporation?


a. Membership may be terminated in the manner and for the causes provided in the articles of incorporation and by-
laws.
b. The board of trustees must be composed of its members, provided, that the representatives of corporate members
may be nominated and elected in the board of trustees as may be provided in the articles of incorporation or by-laws.
c. The number of incorporating trustees must not be less than five (5) nor more than fifteen (15), but the board of
trustees may later on be composed of more than the maximum number as may be provided in the articles of
incorporation or by-laws.
d. The term of office of the trustees shall be five (5) years, with 1/5 of their number to expire each year.

213. Which is false about educational corporation?


a. It may be a stock or nonstock corporation.
b. It is similar to an ordinary nonstock corporation organized for educational purposes.
c. A family administered pre-school institution need not be incorporated.
d. The approval of the SEC is necessary to its incorporation.

214. Which is false about religious corporation?


a. It is different from an ordinary corporation organized for educational purposes.
b. The Roman Catholic Church has the juridical personality of a corporation even if not registered with SEC.
c. A religious group, sect or denomination is not required by law to incorporate as a religious corporation.
d. The approval of the SEC is necessary for its incorporation.

215. Which of the following is not a mode of voluntary dissolution of a corporation?


a. At least majority vote of the board of directors/trustees and at least 2/3 vote of the stockholders/members.
b. Bankruptcy
c. Filing of a petition for dissolution before the SEC
d. Amendment of articles of incorporation to shorten the corporate term

216. Which is not a mode of involuntary dissolution of a corporation?


a. Legislative revocation of franchise
b. Judicial decree
c. Order of SEC
d. Expiration of corporate term

217. Which is false about the dissolution of a corporation?


a. Liquidation involves the sale or conversion of all corporate assets into cash and payment of all liabilities.
b. Winding up involves the final distribution of whatever remains, if any, to the stockholders as a return of their
investment.
c. A corporation has only a period of five years from the time it was dissolved within which to liquidate its
affairs.
d. Corporate creditors who do not belong to the corporation shall be preferred in payment than corporate creditors who
are also stockholders, members, directors, trustees or officers of the corporation.

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.

219. Which activity is considered doing business in the Philippines?


a. A foreign corporation that is engaged in the manufacture of uniforms purchased soccer jerseys from the
Philippines.
b. A foreign corporation sold construction equipment in an isolated transaction.
c. A foreign insurance company issued a policy to the consignee of exported steel pipes.
d. A foreign subsidiary assumed the payment of the loan by a foreign corporation doing business in the Philippines, and
the subsequent acquisition by the former of the latter.
220. Which activity is not considered doing business in the Philippines?
a. A foreign shipping company loaded cargoes in the Philippines once a year for two consecutive years.
b. A foreign corporation that manufactures cars appointed a Philippine distributor who merely transmits to its orders
from buyers, the former fixing the price and the down payment, receiving payment directly from buyers, and shipping
the cars directly to the buyers.
c. A foreign corporation licensed a domestic corporate to manufacture its products.
d. A foreign corporation appointed an exclusive distributor of its products in the Philippines, registered its trade name,
and sent an officer to conduct a training program four times.
-END-

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