Title XIV - DISSOLUTION

1. I. Where the dissolution of a corporation may prejudice the rights of any creditor, the petition
for dissolution shall be filed with the SEC.

II. The petition shall be signed by a majority of its board of directors or trustees and that its
dissolution was resolved upon by the affirmative vote of the stockholders representing at least
majority of the outstanding capital stock or by at least majority of the members.

a. Only I is true

b. Only II is true

c. Both are true

d. Both are false

2. I. In the case of dissolution where creditors are affected, the SEC may appoint a receiver to
take charge of the liquidation of the corporation.

II. An involuntary dissolution may be effected by amending the articles of incorporation to

shorten the corporate term.

a. Only I is true

b. Only II is true

C. Both are true

d. Both are false

3. I. No application for dissolution of banks, banking and quasi-banking institutions, preneed,

insurance and trust companies, nonstock savings and loan associations, pawnshops, and other
financial intermediaries shall be approved by the SEC unless accompanied by a favorable
recommendation of the appropriate government agency.

II. In the case of expiration of corporate term, dissolution shall automatically take effect on the
day following the last day of the corporate term stated in the articles of incorporation, without
the need for the issuance by the SEC of a certificate of dissolution.

a. Only I is true

b. Only II is true

c. Both are true

d. Both are false

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 4. The following are voluntary modes of dissolution of a corporation, except:

a. By expiration of corporate term provided for the articles of incorporation.

b. By legislative enactment.

C. By failure to formally organize and commence its business within 5 years from the date of
incorporation.

d. By the judgment of the SEC after hearing of petition for voluntary dissolution where creditors
are affected.

5. I. A corporation formed or organized under the Corporation Code may be dissolved voluntarily
or involuntarily.

II. If dissolution of a corporation does not prejudice the rights creditor having a claim against it,
the dissolution may be effected by majority vote of the board of directors or trustees, and by a
resolution adopted by the affirmative vote of the stockholders owning at least majority of the
outstanding capital stock or majority of the members,

а. Only I is true

b. Only II is true

c. Both are true

d. Both are false

6. I. A withdrawal of the request for dissolution shall be made in writing duly verified by any
incorporator, director, trustee, shareholder member and signed by the same number of
incorporators, director, trustee, shareholder, or members necessary to request for dissolution.

II. Upon receipt of a withdrawal of request for dissolution, the SEC shall withhold action on the
request for dissolution.

a. Only I is true

b. Only II is true

c. Both are true

d. Both are false

7. The following may be grounds for involuntary dissolution of the corporation:

a. Non-use of corporate charter.

b. Continuous inoperation of a corporation.

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 c. Upon receipt of a lawful court order dissolving the corporation.

d. All of the above.

8. The following are voluntary modes of dissolution of a corporation, except:

a. By the vote of the board of directors or trustees and the resolution adopted by the stockholders
or members where no creditors are affected.

b. By legislative enactment.

c. By amending the articles of incorporation to shorten the corporate term.

d. In case of a corporation sole, by submitting to the SEC a verified declaration of the dissolution
for approval.

9. I. Every corporation whose charter expires pursuant to its articles of incorporation, is annulled
by forfeiture, or whose corporate existence is terminated in any other manner, shall nevertheless
remain as a body corporate for 5 years after the effective date of dissolution.

II. Upon the winding up of corporate affairs, any asset distributable to any creditor or stockholder
or member who is unknown or cannot be found shall be escheated in favor of the national
government.

a. Only I is true

b. Only II is true

c. Both are true

d. Both are false

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