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LAW-resa-corporation

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Terms in this set (88)

As regards the corporate C


by laws, which of the
following is false?

A. To adopt majority of the


outstanding capital stock is
needed
B. To delegate to the BOD
the power to amend,
repeal, or adopt new by
laws, 2/3 of the outstanding
capital stock
C. To revoke the power
delegated to the board to
amend, repeal, or adopt
new by laws, 2/3 of the
outstanding capital stock
D. To amend, repeal or
adopt new by-laws,
majority of the outstanding
capitalstock
:
See
The Checkpoint
power to denyin action!
pre- B
emptive rights
Watch this to video to see how easy it is
1-minute
to start a game
stockholders is of Checkpoint with your
students.

A. Incidental power
Dismiss Watch video
B. Express power
C. Implied power
D. Discretionary power

As regards treasury shares, D


which is not correct?

A. They have no voting


rights while in the treasury
B. They may be distributed
as property dividend if
there is a surplus profit
C. They are not entitled to
dividends
D. They are considered as
part of the earned or
surplus profits thus
distributable as dividends
:
This is the equitable right of D
the stockholders to
subscribe to all issues of
shares in proportion to
their shareholdings to
maintain their equity
participation in the
corporation

A. Appraisal right of
dissenting stockholder
B. Right to first refusal in
close corporation
C. Right to dividends date
entity
D. Pre-emptive right

In the matter of B
management of the
corporation, this is
supreme:

A. Majority of the
shareholders
B. Board of directors
C. 2/3 of the stockholders
D. Officers of the
corporation
:
This is the written D
acknowledgment of the
interest of the stockholder
in the corporation

A. Proxy
B. Share of stock
C. Voting trust agreement
D. Certificate of stock

These are the persons who A


sign the articles of
incorporation and
therefore must be
subscribers of shares

A. Incorporators
B. Directors
C. Stockholders
D. Corporate officers
:
They provide and regulate B
the internal matters of the
corporation

A. Articles of incorporation
B. By-laws of the
corporation
C. Certificate of
incorporation
D. Certificate of filing of
by-laws

This is a public instrument B


giving authority to vote for
stockholder

A. Proxy
B. Voting trust agreement
C. Stock certificate
D. Voting trust certificate

A gratuitous reissue of C
treasury shares will result in

A. Capital surplus
B. Stock dividend
C. Watered stock
D. Property dividend
:
A certificate of stock is not B
a negotiable instrument
because it lacks the
requirement of

A. The instrument must be


in writing and signed by the
maker or drawer
B. It must contain an
unconditional order or
promise to pay a sum
certain in money
C. It must be payable to
order or to bearer
D. It must be payable on
demand or at a fixed or
determinable future time

The number of trustees in a B


non-stock corporation may
be

A. Not less than 5 but not


more than 15
B. Not less than 5 but may
be more than 15
C. Not less than 5 but not
more than 11
D. May be less than 5 and
more than 15
:
Which of the following is a C
limitation on proxy?

A. The proxy acquires legal


titles to the shares of the
stockholder
B. The proxy may attend
the meeting even in the
presence of the
stockholder
C. The proxy as a rule is
only for the meeting from
which it is issued
D. The proxy is not
revocable at will of the
stockholder
:
S1: In a corporation by B
estoppel, those who
represent themselves as
forming a corporation are
liable as stockholders to
3rd persons
S2: For a de facto
corporation to exist, it is
necessary that it is issued
by the SEC a certificate of
incorporation just like a de
jure corporation

A. True, false
B. False, true
C. True, true
D. False, false
:
The following are B
requirements for
incorporators. Which is
not?

A. Majority of them must be


residents of the Philippines
B. Majority of them must be
of legal age
C. They must be natural
persons
D. They must be not less
than five nor more than
fifteen in number

S1: To elect officers of the D


corporation, majority of the
directors in a meeting
constituting a quorum is
sufficient.
S2: Members of a non-
stock corporation may all
be without voting rights if
provided for in the articles
of incorporation or by laws

A. Both are false


B. Both are true
C. Only S1 is true
D. Only S1 is false
:
In three of the following B
corporate acts, dissenting
stockholders have appraisal
rights except;

A. Merger or consolidation
of corporations
B. Increase or decrease of
capital stock, incurring,
creating or increasing
bonded indebtedness
C. Investment of corporate
funds in another business
or corportion or for any
purpose other than primary
purpose
D. Disposition of all or
substantially all of the
corporate assets
:
Stockholders with or C
without voting rights may
vote on the following
matters except:

A. Amendment of the
articles of incorporation
B. Dissolution of the
corporation
C. Election of directors
D. Adoption and
amendment of by-laws

The nationality of the D


corporation determined by
the nationality of the
stockholder in control of
the same is called:

A. Domicile test
B. Incorporation test
C. Management test
D. Control test
:
S1: Directors as a rule are D
entitled to compensation
as directors but not
exceeding ten percent of
the net income before tax
of the preceding year
S2: All private corporations
in the Philippines shall be
incorporated under the
Corporation Code, which is
a general law

A. Both are true


B. Both are false
C. Only S1 is true
D. Only S1 is false

S1: Redeemable shares may B


be taken up or purchased
by the corporation even in
the absence of surplus
profits
S2: Treaury shares may be
reissued for a reasonable
price even below par value.

A. Both are false


B. Both are true
C. Only S1 is true
D. Only S1 is false
:
S1: In case of shares owned A
in common by two or more
stockholders, the consent
of either is enough to vote
the same
S2: The pledgee or
mortgagee shall have the
right to vote the shares
unless stipulated otherwise

A. Both are false


B. Both are true
C. Only the first is true
D. Only the first is false
:
S1: Contracts between C
corporations with
interlocking directors shall
only be voidable, not void,
because of the nominal
interest of the director
S2: Management contracts
shall be approved by 2/3
vote of the directors and
stockholders of both
managed and managing
corporation

A. Only S1 is false
B. Both are true
C. Both are false
D. Only the first is true

Vacancy in the board of A


directors can be filled up
by the remaining directors
in the following cases,
except.

A. Increase in the number


of directors
B. Resignation of a director
C. Death of a director
D. None of the above
:
The following are requisites D
for de facto corporation,
except one

A. Valid law under which it


is incorporated
B. Actual use of corporate
powers
C. Attempt in good faith to
organize
D. Non-issuance by the
SEC of certificate of
incorporation
:
A
S1: In an open corporation,
only in certain case do
stockholders have appraisal
right of dissenting
stockholders while in a
close corporation,
stockholders can at
anytime for whatever
reason demand payment of
surrendered shares
S2: In the former, there is
no restriction in the transfer
of shares while in the latter,
there is in the form of the
right of first refusal of the
corporation or
stockholders

A. Both are true


B. Both are false
C. Only S1 is true
D. Only S2 is false
:
S1: The by-laws of a B
corporation may provide
that the stockholders or
trustees meeting may be
outside of the Philippines
S2: The code of by-laws
may be filed with the SEC
either before or after
incorporation

A. Only S1 is true
B. Only S1 is false
C. Both are true
D. Both are false
:
D
A subscribed to 1,000
shares of stock of X
corporation. She paid 25%
of the said subscription.
During the stockholders
meeting, can A vote all her
subscribed shares?

A. No,because the
subscription has not yet
been fully paid
B. No, because A's shares
have become delinquent
which cannot be voted
C. No as to the unpaid
percentage of subscription
D. Yes, because unpaid
shares not delinquent can
be voted
:
S1: After dissolution but A
within the three year period
for liquidation,a
corporation's term may still
be extended by
amendment of its articles of
incorporation
S2: The dissolution of a
corporation shall take
place because it has been
in continuous non-
operation for 5 years.

A. Both statement are false


B. Both are true
C. True, false
D. False, true
:
S1: The by-laws may B
provide that the holders of
a majority of the
outstanding capital stock
may elect all members of
the board of directors
S2: That it may also provide
that no officer of the
corporation shall be
required to be a
stockholder

A. Both are true


B. Both are false
C. True, false
D. False, true

Majority of the following D


must be residents of the
Philippines, except

A. Members of the BOD


B. Members of the Board of
trustees
C. Incorporators
D. Officers
:
Private corporations has C
the following attributes,
except

A. It is created by operation
of law as a juridical person
B. It has the right of
succession
C. It may be formed,
organized, and existing
under a special law or
charter
D. It has the powers,
attributes and properties
expressly authorized by
law or incident to its
existence

In three of the following C


instances, shares with or
without voting rights can
be voted , except

A. Increase or decrease of
capital stock
B. Dissolution of the
corporation
C. Election of directors or
trustees
D. Merger or consolidation
with other corporation
:
One of the following does C
not have voting rights

A. Preferred shares
B. Redeemable shares
C. Treasury shares
D. Common shares

The executive committee C


cannot act on this matter
except

A. Filing of vacancy in the


board of directors
B. Cash dividend
declaration
C. Board resolution on
depositary bank of the
corporation
D. Stock dividend
declaration

Three of the following are A


not authorized to issue no
par value shares . Which
one is the exception?

A. Industrial companies
B. Insurance companies
C. Trust companies
D. Public utilities
:
The corporation has a nine- B
member board. Two of the
members have sold their
shares while two others are
abroad. To have a quorum,
the number required is

A. Seven
B. Five
C. Three
D. Four

S1: A majority of the C


directors or trustees of all
corporations organized in
the Philippines must be
citizens of the Philippines
S2: Any two or more
positions may be held
concurrrently by the same
person, except that no one
shall act as president and
secretary or as secretary
and treasurer at the same
time

A. Only S1 is true
B. Only S2 is true
C. Both are false
D. Both are true
:
S1: When par value shares D
are issued above par, the
premium or excess is to be
considered as part of the
legal capital
S2: Shares issued without
par value shall be deemed
fully paid and non-
assessable and the holder
of such shares shall not be
liable to the corporation or
its creditors in respect
thereto.

A. Both are false


B. Both are true
C. True,false
D. False, true
:
B
Which of the following
corporate acts requires the
approval of the majority of
the outstanding capital
stock or of the members?

A. To invest corporaye
funds in another
corporation or business
B. To adopt, amend or
repeal by-laws
C. To dissolve the
corporation
D. To amend the articles of
incorporation

A distribution by a D
corporation of shares held
by it in another corporation
is

A. Stock dividend
B. Sale of capital assets
C. Sale of treasury stock
D. Property dividend
:
They are issued to those D
who helped in
incorporating the
corporation or for services
rendered in launching the
welfare of the same

A. Preferred shares
B. Stock in escrow
C. Founder's shares
D. Promotion stock

A director of a corporation C
may be removed from the
office by a vote of the
stockholders representing

A. Majority of the
outstanding capital stock
B. 2/3 of the stockholder
C. 2/3 of the outstanding
capital stock
D. Majority of the
stockholders
:
Three of the following are A
attributes of a corporation.
Which is the exception?

A. Created by agreement
of the incorporators
B. An artificial being
C. Has a right of succesion
D. Has powers, attributes
and properties expressly
authorized by law or
incident to its existence
:
One of the following is the A
disadvantage of forming a
corporation

A. The subservience of
minority stockholders to
the wishes of the majority
subject only to equitable
restraints
B. The free and ready
transferability of ownership
C. The shareholders are not
liable for the debts of the
business
D. The owner of succession
the existence of the
entirety is not affected by
the personal vicissitudes of
the individual stockholders
:
One of the following does C
not require stockholder's
approval

A. Change of corporate
name
B. Merger or consolidation
C. Declaration of cash
dividend
D. Investment of corporate
funds outside main
purpose of the corporation

In a corporation, two or B
more positions may be held
concurrently by the same
person, except that no
person shall act as

A. President and chairman


of the board
B. President and secretary
C. Secretary and treasurer
D. Treasurer and director
:
The following are C
qualifications of corporate
directors, except

A. Must own at least one


share of stock
B. Must not be convicted
by final judgment with
imprisonment atleast 6
years and committed within
5 years prior to election
C. Majority are citizens of
the Philippines
D. Ownership of shares
must be recorded in the
books of the corporation

The interest or right of the A


stockholder in the
corporation's profits or in
the net assets of
corporation on dissolution
is

A. Shares of stock
B. Dividend
C. Capital
D. Certificate of stock
:
The right of a corporation B
to exist as juridical person
during its term as stated in
the articles of
incorporation despite the
death of any of its
stockholders is

A. Right of existence
B. Right of succesion
C. Pre-emptive right
D. Right of redemption,

A corporate doctrine which B


the stockholders are not
personally liable for
corporate debts

A. Piercing the veil of


corporate fiction
B. Separate legal entity
C. Trust fund doctrine
D. Corporate opportunity
:
A stockholder who does A
not approve the action
taken by the Board of
Directors in proposing to
amend the articles of
incorporation is not
allowed to withdraw from
the corporation in one of
the following instances

A. Creating, incurring,
increasing or decreasing
any ond indebtedness
B. Shortening or
prolonging corporate
existence
C. Investing of corporate
funds in another
corporation
D. Merger or consolidation
:
The following are ways of C
enforcing payment of
unpaid subscription, which
is the exception

A. Filing a court action to


recover unpaid
subscription
B. Sale at public auction of
delinquent stocks
C. Denying delinquent
stock cash dividends
D. Denying delinquent
stock the right to vote and
voted upon

Which of the following will D


qualify as incorporator in a
corporation?

A. A minor
B. A corporation
C. Partnership
D. Foreigner
:
A corporation code A
requires that

A. At least a majority of the


directors are residents of
the Philippines
B. All of the directors or
trustees are residents of
the Philippines
C. All of the directors or
trustees are citizens of the
Philippines
D. Majority of the directors
are citizens of the
Philippines

The authorized capital A


stock of a proposed
corporation is P1,000,000
divided into 10,000 shares
with a par value of P100
each. The minimum amount
of subscription that must
be paid up is

A. P62,500 or 625 shares


B. P50,000 or 500 shares
C. P75,000 or 750 shares
D. P87,500 or 875 shares
:
1. Corporators are A
incorporators.
2. Incorporators are
corporators

A. False, true
B. True, false
C. True, true
D. False, false

An individual or a domestic B
corporation designated in a
written power of attorney
by a foreign corporation
authorized to transact
business in the Philippines,
on whom any summons
and other legal processes
may be served in all actions
or other legal proceedings
against such corporation is
called

A. Resident director
B. Resident agent
C. Receiver
D. Trustee
:
The holder of non-voting D
shares shall nevertheless
be entitled to vote on the
following matter

A. Increase or decrease of
capital stock
B. Adoption or amendment
of by-laws
C. Dissolution of the
corporation
D. Dividend declaration

Requirement to effect the D


amendment of the by-laws
of a corporation

A. Majority vote of the


board of directors
B. Majority vote of the
outstanding capital
C. Vote of 2/3 of the
outstanding capital stock
D. Majority vote of the
board of directors and
majority vote of the
outstanding capital stock
:
The following are the D
requisites except one, for
valid declaration and/or
issuance of stock dividend.

A. Existence of of original
and unissued shares.
B. Existing unrstricted
retained earnings
C. Devidends declaration
of the BOD and approved
by 2/3 vote of the OCS
D. It is issued to increase
the authorized capital
stock
:
Purely ulta vires acts of the C
officers of a corporation to
invest corporate funds in
another business or
corporation, ie, acts not
contrary to law, morals, and
public policy may be
ratified by:

A. Majority vote of all


members of the board
B. Stockholders with 1/2 of
voting power
C. Stockholders holding
2/3 of the voting power
D. Majority vote of the
board present
:
Which of the following is a B
ground for the suspension
or revocation of the
certificate of incorporation
by the SEC?

A. If the corporation has


commenced its business
and subsequently become
continuously inoperative
for two years
B. If the corporation has
ceased operations
continuously for a period
of at least 5 years
C. If the corporation did
not commenced its
business transactions for 2
years
D. If the corporation did
not formally organize after
incorporation
:
The following defect will B
preclude the creation of
even a de facto
corporation

A. The incorporators of a
certain number of them are
not residents of the
Philippines
B. Lack of certificate of
incorporation from the SEC
C. Name of the corporation
closely resembles that of a
preexisting corporation
and may deceive the public
D. There is actual use of
corporate powers
:
1. The meetings of the BOD D
of a stock corporation may
be held anywhere in the
world
2. The meeting of the
members of a non-stock
corporation may be held
anywhere within the
Philippines

A. True, False
B. False, True
C. Both are false
D. Both are true
:
(1) Appraisal right means C
that whenever the capital
stock of a corporation is
increased and new shares
of stock are issued, the new
issue must first be offered
to the stockholders in
proportion to their existing
shareholdings before
subscriptions are received
from the general public
(2) Ultra vires acts are
illegal and therefore void
(3) Certificate of
incorporation is the
document prepared by the
persons establishing the
corporation and filed with
the SEC containing the
matter required by the
Corporation Code

A. Only (1) is true


B. Only (2) is false
C. All are false
D. All are true
:
(1) A foreign corporation D
doing business in the
Philippines without a
license may be sued but it
cannot sue
(2) A written demand for
payment of the fair value of
the shares made in the
exercise of the appraisal
right will suspend the
stockholder's rights

A. False, True
B. True, False
C. False, false
D. True, true
:
D
Which of the following
statement is correct

a. eleemosynary
corporation is one
established for business or
profit
B. Corporation aggregate is
one established for
religious purposes
C. Civil corporation is one
established under the laws
of the Philippines
D. Lay corporation is one
established for the
purposes other than
religious

A,B,C,D,E and F, Filipino A


citizens , X,Y,Z, Amrican
citizens, and R&S Japanese
citizens agreed to form a
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
:
issued a promissory note in
the amount of P30,000. F
joined the group but he did
not subscribe for any
number of shares.

Can the aforementioned


persons validly form a
domestic corporation?

A. Yes, provided majority of


them are resident of the
Philippines
B. Yes, because majority of
them areFilipino citizens
C. Yes, provided they will
subscribe for atleast 25% of
the authorized capital
stock
D. No, because foreigners
cannot be incorporators of
a domestic corporation
:
A,B,C,D,E and F, Filipino D
citizens , X,Y,Z, Amrican
citizens, and R&S Japanese
citizens agreed to form a
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
issued a promissory note in
the amount of P30,000. F
joined the group but he did
not subscribe for any
number of shares.

How much atleast shall be


subscribed by the
incorporators at the time of
the incorporation?

A. P300,000
B. P350,000
C. P200,000
LAW-resa-corporation
D. P250,000 Study
:
A,B,C,D,E and F, Filipino C
citizens , X,Y,Z, Amrican
citizens, and R&S Japanese
citizens agreed to form a
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
issued a promissory note in
the amount of P30,000. F
joined the group but he did
not subscribe for any
number of shares.

How many shares at least


shall be paid up by the
incorporators?

A. 625,000
B. 62500
C. 6250
D. 625

A,B,C,D,E and F, Filipino A


citizens , X,Y,Z, Amrican
citizens, and R&S Japanese
citizens agreed to form a

domestic corporation with


:
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
issued a promissory note in
the amount of P30,000. F
joined the group but he did
not subscribe for any
number of shares.

Can B demand for a


certificate of stock of 1,200
shares?

A. No, because certificate


of stock shall be issued
onlyafter payment of the
full amount of the
subscription
b. No, because the 800
shares subscribed by him
are already delinquent
C. Yes, because he can
surrender the 800 shares to
the corporation and limit
his subscription to 1,200
shares only

D. Yes, because he has paid


:
D. Yes, because he has paid
P12,000 representing the
full value of 1,200 shares

A,B,C,D,E and F, Filipino D


citizens , X,Y,Z, Amrican
citizens, and R&S Japanese
citizens agreed to form a
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
issued a promissory note in
the amount of P30,000. F
joined the group but he did
not subscribe for any
number of shares.

Is the payment of X for his


subscription valid?

A. Yes, provided the


promissory note is
converted to cash on its
maturity
B. Yes, as long as the other
incorporators shall accept

his promissory note


:
his promissory note
C. No, because only actual
cash paid to the
corporation can be valid
payment
D. No, because shares of
stock shall not be issued in
exchange of promissory
note

A,B,C,D,E and F, Filipino D


citizens , X,Y,Z, Amrican
citizens, and R&S Japanese
citizens agreed to form a
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
issued a promissory note in
the amount of P30,000. F
joined the group but he did
not subscribe for any
number of shares.

Can F be an incorporator
of the corporation?

A. Yes, provided the other


:
A. Yes, provided the other
incorporators do not
object
B. No, because an
incorporator must have
substantial share in the
corporation
C. Yes, because as a
Filipino, he has the right to
join the formation of a
domestic corporation
D. No, because he does not
own atleast one share of
the capital stock of the
corporation

A,B,C,D,E and F, Filipino B


citizens , X,Y,Z, Amrican
citizens, and R&S Japanese
citizens agreed to form a
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
issued a promissory note in
the amount of P30,000. F
joined the group but he did
:
not subscribe for any
number of shares.

Assuming that the


corporation has been
organized, how many
shares can B validly vote in
the election of the
members of the board of
directors?

A. 1,200 shares because


these have been paid
B. 2,000 shares because
that is his total
subscriptions
C. 800 shares because that
is the balance of his unpaid
subscription
D. Any of the above
:
(1) It is illegal to issue D
watered stocks. However,
stocks issued without any
consideration at all is
justified if such issues are
bonus shares
(2) A director is removed
from office by a vote of the
stockholders holding at
least 2/3 of the outstanding
capital stock.The vacancy
occasioned by such
removal can be filled by
the vote of the majority of
the remaining directors if
still constituting a quorum

A. Only (1) is correct


B. Both are correct
C. Only (2) is correct
D. Both are wrong
:
The voting proportion C
required to enable a
corporation to invest its
fund in any other
corporation or business or
for any purpose other than
its primary purpose

A. 2/3 vote of the board of


directors and ratified by
majority of the outstanding
capital stock
B. Majority vote of the
board of directors and
ratified by majority of the
outstanding capital stock
C. Majority vote of the
board of directors and
ratified by 2/3 of the
outstanding capital stock
D. Majority vote of the
board of directors and
ratified by 2/3 of the
stockholders
:
(1) The doctrine of C
corporate opportunity rests
on the unfairness of an
officer or director of a
corporation taking
advantage of an
opportunity for his own
personal benefit adverse to
the corporation
(2) The by-laws must be
filed with the SEC for the
corporation to acquire
juridical bpersonality

A. Both statements are true


B. Both are false
C. First is true, second is
false
D. First is false, second is
true
:
(1) Stockholder's meeting C
must be in the city or
municipality where the
principal office is located
while members' meeting of
non-stock corporation may
be outside thereof
(2) The secretary of the
corporation mus generally
be a citizen and resident of
the Philippines

A. Both are true


B. Both are false
C. True, False
D. False, True
:
Which of the following is B
not a requisite for a close
corporation?

A. The number of
stockholders shall not
exceed twenty
B. That no close
corporation is a
stockholder thereof owning
2/3 of the voting stocks
C. There is a restriction in
the transfer of shares
D. There is no public
offering of shares

A,B,C,D,E and F, Filipino D


citizens , X,Y,Z, Amrican
citizens, and R&S Japanese
citizens agreed to form a
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
issued a promissory note in
the amount of P30,000. F
joined the group but he did
:
not subscribe for any
number of shares.

Is the payment of X for his


subscription valid?

A. Yes, provided the


promissory note is
converted to cash on its
maturity
B. Yes, as long as the other
incorporators shall accept
his promissory note
C. No, because only actual
cash paid to the
corporation can be valid
payment
D. No, because shares of
stock shall not be issued in
exchange of promissory
note

A,B,C,D,E and F, Filipino D


citizens , X,Y,Z, Amrican
citizens, and R&S Japanese
citizens agreed to form a
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
:
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
issued a promissory note in
the amount of P30,000. F
joined the group but he did
not subscribe for any
number of shares.

Can F be an incorporator
of the corporation?

A. Yes, provided the other


incorporators do not
object
B. No, because an
incorporator must have
substantial share in the
corporation
C. Yes, because as a
Filipino, he has the right to
join the formation of a
domestic corporation
D. No, because he does not
own atleast one share of
the capital stock of the
corporation

A,B,C,D,E and F, Filipino


B
citizens , X,Y,Z, Amrican
citizens, and R&S Japanese

citizens agreed to form a


:
citizens agreed to form a
domestic corporation with
an authorized capital stock
of P1,000,000 divided into
one hundred thousand
shares with a par value of
P10 per share. B subscribed
for 2,000 shares and he
paid P12,000. X subscribed
for 5,000 shares and he
issued a promissory note in
the amount of P30,000. F
joined the group but he did
not subscribe for any
number of shares.

Assuming that the


corporation has been
organized, how many
shares can B validly vote in
the election of the
members of the board of
directors?

A. 1,200 shares because


these have been paid
B. 2,000 shares because
that is his total
subscriptions
C. 800 shares because that
is the balance of his unpaid
subscription

D. Any of the above


:
D. Any of the above
(1) It is illegal to issue D
watered stocks. However,
stocks issued without any
consideration at all is
justified if such issues are
bonus shares
(2) A director is removed
from office by a vote of the
stockholders holding at
least 2/3 of the outstanding
capital stock.The vacancy
occasioned by such
removal can be filled by
the vote of the majority of
the remaining directors if
still constituting a quorum

A. Only (1) is correct


B. Both are correct
C. Only (2) is correct
D. Both are wrong
:
The voting proportion C
required to enable a
corporation to invest its
fund in any other
corporation or business or
for any purpose other than
its primary purpose

A. 2/3 vote of the board of


directors and ratified by
majority of the outstanding
capital stock
B. Majority vote of the
board of directors and
ratified by majority of the
outstanding capital stock
C. Majority vote of the
board of directors and
ratified by 2/3 of the
outstanding capital stock
D. Majority vote of the
board of directors and
ratified by 2/3 of the
stockholders
:
(1) The doctrine of C
corporate opportunity rests
on the unfairness of an
officer or director of a
corporation taking
advantage of an
opportunity for his own
personal benefit adverse to
the corporation
(2) The by-laws must be
filed with the SEC for the
corporation to acquire
juridical bpersonality

A. Both statements are true


B. Both are false
C. First is true, second is
false
D. First is false, second is
true
:
(1) Stockholder's meeting C
must be in the city or
municipality where the
principal office is located
while members' meeting of
non-stock corporation may
be outside thereof
(2) The secretary of the
corporation mus generally
be a citizen and resident of
the Philippines

A. Both are true


B. Both are false
C. True, False
D. False, True
:
Which of the following is B
not a requisite for a close
corporation?

A. The number of
stockholders shall not
exceed twenty
B. That no close
corporation is a
stockholder thereof owning
2/3 of the voting stocks
C. There is a restriction in
the transfer of shares
D. There is no public
offering of shares
:

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