Balindan, Pamela S.

Legal and Judicial Forms

3JD1 Quiz 2

1. Differentiate Articles of Incorporation from By-Laws.

Balindan, Pamela S. Legal and Judicial Forms
3JD1 Quiz 2

2. Give three instances when a Secretary's Certificate is required.

A Secretary's Certificate is required when amending the Articles of Incorporation

to show that the amendments have been duly approved by the required vote of
the stockholders or members of the corporation. It is also needed
when increasing or decreasing the authorized capital stock. Specifically, it is
needed to certify:

(a) the list of stockholders at the date of approval of the increase or

decrease of the authorized capital stock;
(b) that stockholders who did not subscribe to the increase waived their
pre-emptive rights; and
(c) that there is no pending case involving an intra-corporate dispute.

A Secretary's Certificate may also be needed to show the authority of a person

who will enter into transactions (such as contracts) on the corporation’s behalf.

3. Enumerate the requisites of a valid pre-nuptial agreement.

A prenuptial agreement is basically a contract between the future spouses, which

governs and determines the rights and obligations of the parties relative to all
properties, including future properties to be acquired, brought by each party into
the marriage. Since a prenup is a contract, it follows that the requisites for the
validity of contracts should also obtain. Prenuptial agreements must be entered
into voluntarily. They should be in writing. They can be set aside for lack of
consent, fraud, coercion, mistake, undue influence or bad faith. In order to be
effective against third persons, they must be notarized and recorded in the
proper registries of properties for the protection of creditors and in the local civil
registry, where the marriage is contracted. The future spouses may choose that
their marriage be governed by the regime of absolute community of property,
conjugal partnership of gains, complete separation of property, or any other
regime, as long as agreed to and validly entered into by them.

4. Enumerate the requisites when an estate can be settled extrajudicially.

Rule 74, Section 1 of the Rules of Court allows the extrajudicial settlement of
estate by agreement among the heirs. Said Rule states:

“Sec. 1. Extrajudicial settlement by agreement between heirs. – If the decedent

left no will and no debts and the heirs are all of age, or the minors are
represented by their judicial or legal representatives duly authorized for the
purpose, the parties may, without securing letters of administration, divide the
estate among themselves as they see fit by means of a public instrument filed in
the office of the register of deeds, and should they disagree, they may do so in
an ordinary action of partition. If there is only one heir, he may adjudicate to
himself the entire estate by means of an affidavit filed in the office of the register
of deeds. The parties to an extrajudicial settlement, whether by public instrument
or by stipulation in a pending action for partition, or the sole heir who adjudicates
the entire estate to himself by means of an affidavit shall file, simultaneously with
and as a condition precedent to the filing of the public instrument, or stipulation in
the action for partition, or of the affidavit in the office of the register of deeds, a
bond with the said register of deeds, in an amount equivalent to the value of the
personal property involved as certified to under oath by the parties concerned
and conditioned upon the payment of any just claim that may be filed under
Section 4 of this rule. It shall be presumed that the decedent left no debts if no
creditor files a petition for letters of administration within two (2) years after the
death of the decedent.

The fact of the extrajudicial settlement or administration shall be published in a

newspaper of general circulation in the manner provided in the next succeeding
Balindan, Pamela S. Legal and Judicial Forms
3JD1 Quiz 2
section; but no extrajudicial settlement shall be binding upon any person who has
not participated therein or had no notice thereof.”

It must be emphasized that extrajudicial settlement of estate cannot be resorted

to every time. There are conditions that must be satisfied such as:

a. The decedent left no will.

b. The decedent has no debts or his debts have been fully paid.

c. The heirs are all of legal age or the minors are duly represented by
their judicial or legal representatives.

d. A public instrument is duly executed by the heirs and filed with the
Register of Deeds.

Extrajudicial settlement of estate is often recommended to expedite the transfer

of properties of the decedent to his heirs. This is in view of the fact that judicial
settlement of estate takes years before the case is concluded. Furthermore, this
is more adversarial and is resorted to when the heirs disagree on the properties
to be partitioned and the corresponding shares of the respective heirs.

5. What happens when after the estate has been extrajudicially settled, a
will of the decedent has been discovered?

It should be noted that the very first requirement for an extrajudicial settlement is
the absolute absence of a will, as this is what the settlement process was made
to address. If there is a will, an extrajudicial settlement can still be used to
address properties not included in it.