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ReSA B45 RFBT First PB Exam - Questions and Answers
ReSA B45 RFBT First PB Exam - Questions and Answers
CPA Review Batch 45 May 2023 CPALE 11 February 2023 3:00 - 5:00 PM
INSTRUCTIONS: Select the correct answer for each of the questions. Mark only one
answer for each item by shading the box corresponding to the letter of your choice on
the answer sheet provided. STRICTLY NO ERASURES ALLOWED. Use pencil no. 2 only.
1. It is a kind of partnership where a time is specified
B a. Partnership at will
b. Partnership with a fixed term
c. De jure partnership
d. De facto partnership
2. One wherein the existence of certain persons as partners is avowed or known
C a. Secret partnership
b. Open partnership
c. Notorious partnership
d. Commercial partnership
3. One who does not take an active part in the business and is not known or held out
as a partner
C a. Silent partner
b. Secret partner
c. Dormant partner
d. Both B and C
4. One who takes an active part in the business and is known or held out as a partner
C a. Silent partner
b. Secret partner
c. Ostensible partner
d. Managing partner
5. As regards capitalist partners, the prohibition may extend to operation which is
A a. The same kind of business in which the partnership is engaged
b. A different kind of business in which the partnership is engaged
c. All kinds of business
d. No prohibition at all
6. As regards industrial partners, the prohibition may extend to operation which is
C a. The same kind of business in which the partnership is engaged
b. A different kind of business in which the partnership is engaged
c. Both A & B
d. No prohibition at all
7. J is the managing partner in JKL Partnership. Mr X, a third person, owe P10,000
from J personally. Likewise, Mr. X also owe P20,000 from the JKL Partnership. One
day, Mr. X paid P6,000 to Partner J. The managing partner issued a receipt for
Mr. X’s personal liability to him. How much of the P6,000 should go to the
partnership?
D a. P6,000
b. 0
c. P2,000
d. P4,000
8. J is the managing partner in JKL Partnership. Mr X, a third person, owe P10,000
from J personally. Likewise, Mr. X also owe P20,000 from the JKL Partnership. One
day, Mr. X paid P6,000 to Partner J. The managing partner issued a receipt for
Mr. X’s liability to the JKL Partnership. How much of the P6,000 should go to
Partner J?
B a. P6,000
b. 0
c. P2,000
d. P4,000
9. Three sisters inherited a dormitory from their deceased father. It continuously
gave them rental income every month. As a result, a _______________ was established
among the siblings.
B a. Partnership
b. Co-ownership
c. Suretyship
d. Friendship
15. If no P & L ratio was agreed upon by the partners, losses and profits for the
period shall be distributed _______________
C a. equally
b. based on the ending capital ratio
c. based on the original capital contribution ratio
d. based on the weighted average capital ratio
16. If only the profit ratio was agreed upon, losses for the period shall be
distributed _______________
C a. equally
b. proportionately
c. same as the profit ratio
d. will not be distributed at all
17. Which of the following has the least priority when it comes to the liquidation of
a limited partnership?
B a. Those to general partners in respect to profits
b. Those to general partners in respect to capital
c. Those to limited partners, other than capital or profits
d. Those to outside creditors
18. Which of the following is the top priority when it comes to the liquidation of a
limited partnership?
D a. Those owing to general partners in respect to profits
b. Those owing to general partners in respect to capital
c. Those owing to limited partners, in respect to capital
d. Those owing to outside creditors
19. Which of the following has the least priority when it comes to assets of a general
partnership?
A a. Those owing to general partners in respect to profits
b. Those owing to general partners in respect to capital
c. Those owing to general partners, other than capital or profits
d. Those to outside creditors
32. A, B and C are joint debtors. They obliged themselves to deliver a specific cat
(worth P9,000) to D and E, joint creditors. Assuming C is the only one who does
not want to comply with the obligation, how much is the total amount that can be
collected from him by the creditors?
C a. P9,000
b. P9,000 plus damages
c. P3,000 plus damages
d. None. He is not forced to comply.
33. A, B and C are solidary debtors for the amount of P45,000 from X. Mr. B has
already paid P20,000 to X. How much can X further collect from B?
A a. P25,000
b. None. It has already exceeded the share of B.
c. Another P20,000
d. P5,000
37. The contract must bind both contracting parties and its validity or compliance
cannot be left to the will of one of them.
B a. Liberty to contract
b. Mutuality of contracts
c. Relativity of contracts
d. Consensuality of contracts
40. Golda is the guardian of Marvin, a minor. She sold Marvin’s car with a fair value
of P200,000 for just P170,000. The contract entered into by Golda is
C a. Voidable
b. Void
c. Valid
d. Rescissible
61. A contract of the corporation with (1) one or more of its directors, trustees,
officers or their spouses and relatives within the fourth civil degree of
consanguinity or affinity is ____________, at the option of such corporation.
B a. Void
b. Voidable
c. Unenforceable
d. Rescissible
62. Stockholdings not exceeding ______________ of the outstanding capital stock shall
be considered “nominal” for purposes of interlocking directors.
C a. 10%
b. 15%
c. 20%
d. 30%
63. If the bylaws so provide, the board may create an executive committee composed of
at least _________ directors.
B a. Two
b. Three
c. Five
d. Ten
64. A private corporation may extend or shorten its term as stated in the articles of
incorporation when approved by a __________ vote of the board of directors or
trustees, and ratified at a meeting by the stockholders or members representing
at least two-thirds (2/3) of the outstanding capital stock or of its members.
C a. 1/3
b. 1/2
c. Majority
d. 2/3
65. Arcovia Corporation has a principal office in Pacific Star Building, Makati City.
As a rule, where should the venue of the stockholder’s meeting be?
A a. Pacific Star Building only
b. Any venue in Makati City only
c. Any venue in Makati City or Quezon City
d. Any venue in Luzon
66. Diamond Corporation has a principal office in Lancaster Tower Building, Pasig
City. What are the possible valid venues of the upcoming stockholder’s meeting if
it’s impractical to hold the meeting in the principal office?
C a. Lancaster Tower Building only
b. Any venue in Pasig City only
c. Any venue in NCR only
d. Any venue in the Philippines
67. Gonzaga Corporation has a principal office in Amparo Building, Kawit, Cavite. What
are the possible valid venues of the upcoming stockholder’s meeting?
B a. Amparo Building only
b. Any venue in Kawit, Cavite only
c. Any venue in Cavite only
d. Any venue in Calabarzon area only
69. It means “choice of the person”. Due to this principle, no one can be a member of
the partnership association without the consent of all the other associates.
C a. Solutio indebiti
b. Negotiorum gestio
c. Delectus personae
d. Personae non grata
71. These are shares that were issued without consideration or inadequate
consideration.
C a. Treasury stock
b. Delinquent stock
c. Watered stock
d. No par value stock
72. If the exclusive right to vote and be voted for in an election of directors is
granted to founder shares, it must be for a limited period not to exceed _____
year/s, subject to the approval of the SEC.
C a. 1 year
b. 2 years
c. 5 years
d. 10 years
74. Under the Articles of Incorporation of GHI Corporation, it was stated that it
should have 15 directors. In order to have a quorum in their next meeting, what
is the minimum number of directors that should be able to attend?
B a. 7
b. 8
c. 10
d. 15
75. Assuming 10 out of 15 directors were present in the BOD meeting of JKL Corporation,
what is the minimum number of affirmative votes that should be garnered if the
corporation would like to push through with the purchase of a certain asset?
B a. 5
b. 6
c. 8
d. 10
76. There are nine directors in MNO Corporation. Two of them was validly removed as a
director. Who has the power to fill such vacancy?
A a. The stockholders only
b. The remaining eight directors
c. The remaining eight directors and the majority of the stockholders
d. The remaining eight directors and 2/3 of the stockholders
77. There are ten directors in PQR Corporation. Three of the directors died in a car
accident. Who has the power to fill such vacancies?
B a. The stockholders only
b. The remaining seven directors
c. The remaining seven directors and the majority of the stockholders
d. The remaining seven directors and 2/3 of the stockholders
Page 8 of 11 0915-2303213 resacpareview@gmail.com
REGULATORY FRAMEWORK for BUSINESS TRANSACTIONS
ReSA Batch 45 – May 2023 CPALE Batch
11 February 2023 3:00 PM to 5:00 PM RFBT First Pre-Board Exam
78. There are ten directors in STU Corporation. Five of them resigned due to an
internal conflict. Who has the power to fill such vacancies?
A a. The stockholders only
b. The remaining five directors
c. The remaining five directors and the majority of the stockholders
d. The remaining five directors and 2/3 of the stockholders
79. An overspeeding jeepney (that was carrying several passengers) turned turtle
because one of its tires blew out. One of the passengers died. The heirs filed a
suit for damages. The owner of the jeep filed an answer contending that the cause
of the accident was a fortuitous event because the tires were not yet old and
overused. Who is liable, if any?
B a. No one is liable because it was just an accident. No one wanted it to
happen.
b. The owner of the jeep is liable.
c. The tire company is liable.
d. Both B and C.
81. An obligation by Mr. X is payable from January 2022 to October 2022. X did not
pay the installment for June 2022. But when when he paid in July 2022, the creditor
issue a receipt for July 2022. What is the effect of this?
B a. The liability for the June 2022 amortization would still subsist.
b. There is now a disbutable presumption that the June 2022 installment has
been paid.
c. Additional interest can now be collected for the unpaid amortization.
d. There is now a conclusive presumption that the June 2022 installment has
been paid.
82. A and B entered into a contract of loan, providing that B shall pay when his means
permit him to do so. What is the remedy of A in case of non-payment by B?
B a. There is none because the obligation is one with a condition. It is not
guaranteed.
b. Since the obligation is deemed to be one with a period, the remedy of A is
to go to court and ask the court to fix the period.
c. The remedy of A is to file a case of quo warranto with the Court of Appeals.
d. Both B and C.
83. This kind of fraud vitiates consent and makes the contract voidable:
A a. Dolo causante c. Dolo revilla
b. Dolo incidente d. None of the above
86. X owns a house and lot. He sent a letter to Y and offered it for sale. Two days
after the receipt, Y sent X a letter accepting the offer. But when the letter of
acceptance reached X’s residence, he was already dead. Was there a perfected
contract of sale?
D a. Yes, it was perfected on the day the offer was sent by X to Y.
b. Yes, it was perfected on the day the acceptance was sent by X to Y.
c. Yes, it was perfected on the day the letter of acceptance reached X’s
residence.
d. None of the above.
88. The partners contribute all the property which actually belongs to them to a
common fund, with the intention of dividing the same among themselves, as well as
all the profits which they may acquire therewith
A a. Universal partnership of all present property
b. Universal partnership of all profits
c. Limited partnership
d. Particular partnership
89. The revocation of the authority of a managing partner who was appointed after the
formation of the partnership and not in the Articles of Partnership would require:
B a. Just and lawful cause
b. Vote of the controlling interest
c. Unanimous vote of the partners
d. A and B
90. In case of imminent losses, this type of partner is exempted from making additional
contributions to save the partnership:
B a. Capitalist partner c. Secret partner
b. Industrial partner d. Nominal partner
93. For founders’ shares, where the exclusive right to vote and be voted for in the
election of directors is granted, it must be for a limited period not to exceed
____ year/s from the date of incorporation
C a. One c. Five
b. Two d. Ten
94. These are shares of stock which have been issued and fully paid for, but
subsequently reacquired by the issuing corporation through purchase, redemption,
donation, or some other lawful means.
B a. Redeemable shares
b. Treasury shares
c. Watered stocks
d. Nominal shares
Page 10 of 11 0915-2303213 resacpareview@gmail.com
REGULATORY FRAMEWORK for BUSINESS TRANSACTIONS
ReSA Batch 45 – May 2023 CPALE Batch
11 February 2023 3:00 PM to 5:00 PM RFBT First Pre-Board Exam
95. A corporate term for a specific period may be extended or shortened by amending
the articles of incorporation: Provided, That no extension may be made earlier
than ________ years prior to the original or subsequent expiry date(s) unless
there are justifiable reasons for an earlier extension as may be determined by
the Commission:
B a. Two
b. Three
c. Five
d. Ten
96. The due incorporation of any corporation claiming in good faith to be a corporation
under this Code, and its right to exercise corporate powers, shall not be inquired
into collaterally in any private suit to which such corporation may be a party.
Such inquiry may be made by the Solicitor General in a ____________ proceeding.
B a. Impeachment
b. Quo warranto
c. Both A & B
d. None of the above
97. If a corporation does not formally organize and commence its business within _____
years from the date of its incorporation, its certificate of incorporation shall
be deemed revoked as of the day following the end of such period
C a. Two
b. Three
c. Five
d. Ten
98. If a corporation has commenced its business but subsequently becomes inoperative
for a period of at least ________ consecutive years, the Commission may, after
due notice and hearing, place the corporation under delinquent status.
B a. Three
b. Five
c. Ten
d. Twenty
100. Directors shall be elected for a term of one (1) year from among the holders of
stocks registered in the corporation’s books, while trustees shall be elected
for a term not exceeding ______ year/s from among the members of the corporation.
C a. One
b. Two
c. Three
d. Six