x SQ3.pdf Q SAMPLE QUESTIONS PARTNERSHIP 1. Which of the following is incorrect? a. the liability of partnership is unlimited as opposed to corporation b. establishment of partnership for the exercise of profession is allowed but not corporation c. partnership has limited life as opposed to corporation which has perpetual life d. limited partnership is composed of all limited partners and no general partner/s. 2. Statement 1: A person who is a general, and also at the same time a limited partner, shall have all the rights and powers and be subject to all the restrictions of a general partner; except that, in respect to his contribution, he shall have the rights against the other members which he would have had if he were not also a general partner. Statement 2: A person may be a general partner and a limited partner in the same partnership at the same time, provided that this fact shall be stated in the article of incorporation. Statement 3: Limited partner rightfully demand the return of his contribution on the dissolution of a partnership or when the date specified in the certificate for its return has arrived. a. true; true; true b, true; false; true c. false; False; true d. false; true; false 3. The following are incorrect regarding limited partnership, except? a. The limited partners shall be bound by the obligations of the partnership. b. Two or more persons desiring to form a limited partnership shall not add word “Limited” c. The contributions of a limited partner may be cash or property, but not services. d. The contributions of a limited partner may be cash, property or services. 4. The liabilities of the partnership shall rank in order of payment, as follows: (i) Those owing to creditors other than partners, (ii) Those owing to partners other than for capital and profits, (iii) Those owing to partners in respect of profits (iv) Those owing to partners in respect of capitala b. ce. i . ii, 1, iv, iii . The court shall decree a dissolution upon application by or for the partner in the following, except? a. By the insolvency of any partner or of the partnership b, When a partner has been declared insane in any judicial proceeding c. When the business of the partnership can only be carried on at a loss. d. When a partner willfully or persistently commits a breach of the partnership agreement . Statement 1: The liquidation of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. Statement 2: Without violation of the agreement between the partners, dissolution may be done by the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking. Statement 3: Dissolution may be caused by any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership. true; true; true true; false; false false; False; true false; true; true poop . Statement 1: Persons who are not partners as to each other are not partners as to third persons, except partner by estoppel. Statement 2: Partnership, Sole proprietorship and Corporation are registered in Securities and Exchange Commission. Statement 3: The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment as a debt by installments. a. True; true; True b. True, False, True c. True; False; Falsed. False; False; True 8. Which of the following is incorrect? a. Apartnership may be constituted in any form, except where immovable property or real rights are contributed thereto, in which case a public instrument shall be necessary. b. Every contract of partnership having a capital of three thousand pesos or more, in money or property shall appear in public instrument and recorded in the Office of the Securities and Exchange Commission c. A contract of partnership is void, whenever immovable property is contributed thereto, if an inventory of said property is not made, signed by the parties, and attached to the public instrument. d. Associations and societies, whose articles are kept secret among the members, and wherein any one of the members may contract in his own name with third persons, shall have no juridical personality, and shall be governed by law on partnership. 9. Which of the following is incorrect regarding universal partnership? a. Ina universal partnership of all profits, movable or immovable property which each of the partners may possess at the time of the celebration of the contract shall continue to pertain exclusively to each, only the usufruct passing to the partnership. b. In a universal partnership of all present property, the property which belongs to each of the partners at the time of the constitution of the partnership, becomes the common property of all the partners, as well as all the profits which they may acquire therewith c. A stipulation for the common enjoyment of any other profits may also be made and the property which the partners may acquire subsequently by inheritance, legacy, or donation can be included in such stipulation, except the fruits thereof d. A universal partnership of profits comprises all that the partners may acquire by their industry or work during the existence of the partnership 10.Statement 1: Persons who are prohibited from giving each other any donation or advantage can enter into universal partnership Statement 2: A partnership begins from the moment of the execution of the contract, unless it is otherwise stipulated. Statement 3: Every partner is a debtor of the partnership for whatever he may have promised to contribute thereto. a. True; True; True b. True; Fasle; True c. False; True; True d. False; True; False11.Jamilea, an industrial partner, of JAIL partnership that engage in buy and ‘sell of palay and corn established a milk tea shop without the express approval of the partners Joseph and Lady, both are capitalist, What is or are the remedy of both capitalist partners? ‘a. They may avail themselves of the benefits which he may have obtained plus damages . They can exclude Jamilea with right to damages ©. Either A or B 4. Both A and B 12.Jamjam was appointed as the managing partner of ABI partnership. The ‘capitalist partners are Alex and James while Levi is an industrial partner. Leni is indebted to both Jamjam and ABI partnership. On June 10, 2022, Leni paid P 100,000 to Jamjam and the latter issued the receipt of ABI Partnership, Which of the folowing is correct? ‘The payment should be shared proportionately between Jamjam and ABI Partnership . The entire P 100,000 shall be on account of ABI partneship only ©. The entire P 100,000 shall be on account of Jamjam as the managing partner notwithstanding the receipt of ABI partnership. d. none of the above 13.Statement 1: A partner who has received, in whole or in part, his share of ‘a partnership credit, when the other partners have not collected theirs, ‘shall be obliged, if the debtor should thereafter become insolvent, to bring to the partnership capital what he received even though he may have given receipt for his share only. Statement 2: Every partner is responsible to the partnership for damages ‘suffered by it through his fault, and he cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry. Statement 3: In the absence of stipulation, the share of each partner in the profits and losses shall be in proportion to what he may have contributed, but the industrial partner shall not be liable for the losses. a. true; true; true ». true; false; true ©. false; true; true d. false; true; false 14, Which of the following is correct? ‘a. A stipulation which excludes one or more partners from any share in the profits or losses is void.b. The partner who has been appointed manager in the articles of partnership may execute all acts of administration despite the opposition of his partners, unless he should act in bad faith; and his power is irrevocable without just or lawful cause. c. both A and B d. neither A nor B 15.A, B, C, D and E are partners with 10%,15%,40%,10% 25% interest each. ‘A,B,C and D are designated managing partners without specification of their respective duties. A and B decided to procure a delivery van for the business but C opposed the said act. Which of the following is correct? a. The act of A and B are valid even if there is opposition from both C and D b. The act of A and B shall be allowed if D will also approve such procurement regardless of the opposition of C c. The act of A and B shall not be allowed even if D will approve such procurement considering that there is opposition from C having greater interest. d. None of the above considering that vote of controlling interest is required 16.Statement 1: A partner's interest in the partnership is his share of the profits and surplus. Statement 2: Any capitalist partner violating the prohibition to engage in kind of business in which the partnership is engage shall bring to the common funds any profits accruing to him from his transactions, and shall personally bear all the losses. Statement 3: All partners, excluding industrial ones, shall be liable pro rata with all their property and after all the partnership assets have been exhausted, for the contracts which may be entered into in the name and for the account of the partnership, under its signature and by a person authorized to act for the partnership. a. true; true; true b. true; true; false c. false; False; true d. false; true; false 17.John and Marshie are partners in a JM partnership. On the other hand, Lornie represented herself to be a partner in JM partnership but actually she is not. However, John being a friend acknowledge Lornie as a partner in front of Bank Manager Nanding that the latter is his partner. Due to the acknowledgement, the bank granted loan to Lornie amounting to P 5,000,000. Who shall be liable in case Lornie will default payment? . JM partnership and Lornie because a partnership by estoppel was established . Lornie only since she was the sole borrower . Lornie and John shall be liable pro rata . JM partnership onlyaw HE > SAMPLE QUESTIONS CORPORATION 1. Statement 1: RA No, 11232 is the act providing for the revised corporation code of the Philippines while BP 68 is old corporation code of the Philippines. Statement 2: Non-stock corporation have capital stock divided into shares and are authorized to distribute to the holders of such shares, dividends, or allotments of the surplus profits on the basis of the shares held. Statement 3: In dec ‘ash dividend, approval of the majority of the quorum of the BOD a. true; true; true b, true; false; true c. true; false; false d. false; false; false Statement 1: Stockholders of Preferred shares and redeemable shares may vote in case of merger or consolidation but not in case of amendment of by laws. Statement 2: The no-par value shares must be issued for a consideration of at least five (P5.00) while preferred stock should always be issued with par. Statement 3: The delinquent shareholders have the right to dividend such as cash or stock dividend but shall have no right to stock certificate. a. true; true; false b. false; true; true c. true; false; true d. false; false; false Statement 1: Redeemable shares are those which may be purchased by the corporation from the holders of such shares upon the expiration of a fixed period, if there is existence of unrestricted retained earnings in the books of the corporation. Statement 2: Founder's shares grant the holder the exclusive right to vote and be voted for a period of 6 years. Statement 3: If there is no other bidder in an auction sale of delinquent stock, the Corporation may bid, and the shares purchased will become treasury shares. a. false; true; false b, false; true; true c. true; false; false d. false; false; true ‘Statement 1: A single person, natural or juridical, may organize a one person corporation by submitting articles of incorporation only.Statement 2: Organizing a corporation for the exercise of profession is now allowed as long as itis one person corporation and not a regular corporation. Statement 3: Converting one person corporation to regular corporation is allowed but not the other way around. a. true; true; true b. false; true; false «. false; false; true d. false; false; false . Statement 1: Under the RCC, a corporation shall have perpetual existence unless its articles of incorporation provides otherwise, while the life of corporation under BP 68 is limited to 50 years subject to renewal. Statement 2: Under the RCC, the treasurer's affidavit and minimum of 25% subscription of ‘ACS and 25% payment of the subscribed shares are no longer required in organizing a regular corporation. Statement 3: Under the RCC, a juridical person such as partnership may singly or jointly organize a corporation. a. true; true; true b. false; true; false c. true; true; false d. false; false; false . Statement 1: In organizing a bank or quasi banking institution, a favorable recommendation from the Banko Sentral ng Pilipinas is required to be submitted in the Securities and Exchange Commission, Statement 2: Considering that the shares of stock of Jollibee Food Corporation (JFC) is traded in the stock exchange, JFC is required to have independent directors constituting of at least 20% of such board. Statement 3: Emergency board is created for the purpose of conducting necessary emergency action to prevent grave, substantial and irreparable loss or damage to the corporation because the vacancy prevents the remaining directors from constituting a quorum to perform corporate acts; and the vacancy of the board is temporarily filled from among the officers of the corporation. a. true; true; true b. false; true; false c. true; false; true d. false; false; true . Statement 1: The total number of directors in a stock corporation and non stock corporation must not be more than 15.ssa 10. itement 2: Any provision or matter stated in the articles of incorporation may be amended by majority vote of the board of directors and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding common stock, without prejudice to the appraisal right of dissenting stockholders. ‘Statement 3: A De facto Corporation is a corporation in fact but not in law while a De jure corporation is a corporation in fact and in law. a, true; true; true b. false; false; true . true; false; true d. false; false; true ‘Statement 1: In a corporation by estoppel, all persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners. Statement 2: The certificate of incorporation be deemed revoked if a corporation has commenced its business but subsequently becomes inoperative for a period of at least five (5) consecutive years Statement 3: The term of office of a director is one (1) year while that of Trustees shall not exceed three(3) years. a. true; true; false b. true false; false c true; false; true 4. false; false; true ‘Statement 1: In election of directors in a stock corporation, the stockholders may cumulate shares and give one (1) candidate as many votes as the number of directors to be elected multiplied by the number of the shares owned and distribute them on the same principle ‘among as many candidates as may be seen fit. Statement 2: In a regular stockholder’s meeting the prior notice should be at least 2 weeks while for regular meeting of the BOD, the prior notice should be at least 2 days. ‘Statement 3: The AMV Corporation with head office in BGC, Taguig may validly hold an annual stockholder’s meeting at SMX Mall of Asia considering the number of confirmed attendees of 2,500 stockholder. a, true; true; false b. true false; false «. true; false; true . false; false; true Statement 1: The stockholders or Board of Directors may vote in person, through remote ‘communication or by proxy. Statement 2: Directors of a corporation must elect a Secretary, who must be a citizen and. resident of the Philippines and the directors of a corporation must elect a compliance officer If the corporation is vested with public interest —\ a e €Ay ow Us om fement 3: The owners of two-thirds (2/3) of the outstanding capital stock or two- thirds (2/3) of the members in a nonstock corporation may delegate to the board of directors or trustees the power to amend or repeal the bylaws or adopt new bylaws while it shall be considered as revoked whenever stockholders owning or representing a majority of the outstanding capital stock or majority of the members shall so vote at a regular or special meeting. a, true; true; true b, true; true; false false; true; true 4. false; false; true 11, fement 1: Director of a corporation may be removed from office by vote of the seis holding or representing at least two-thirds (2/3) of the outstanding capital stock Statement 2: In electing a corporate secretary and deciding to acquire a 400 sq.m lot for construction of a branch, the board of directors may validly act and decide by a vote of majority of the quorum of the board. ‘Statement 3: The contract entered into between Corporation and one of its directors is considered as self-dealing, hence, void, unless ratified by stockholders owning at least 2/3 of the outstanding capital stocks. a, true; true; true b. true false; true c. true; false; false d. false; false; false 12. Statement 1: A stock corporation shall have the power to purchase or acquire its own shares for a legitimate corporate purpose or purposes such as to pay dissenting stockholders who exercised his preemptive right. Statement 2: The voting required to invest corporate funds in another corporation or business any other purpose for which it was organized is majority of the board of directors or trustees and ratified by the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, or by at least two thirds (2/3) of the members in the case of nonstock corporations, at a meeting duly called for the purpose. Statement 3: Entering into management contract n requires vote of majority of the board of directors or trustees and ratified by the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, or by at least two thirds (2/3) of the members in the case of nonstock corporations, of both the managing and the managed corporation, at a meeting duly called for the purpose. a. true; true; true b. true; true; false toy Ory ft 4 4s c. False; true; true 4d. false; true; false ot13. Statement 1: The regular meetings of stockholders or members be held annually on a date fixed in the by laws or on any date after April 15 of every year as determined by the board of directors or trustees, if date is not fixed. ‘Statement 2: The regular meeting of the board of directors or trustees be hel the bylaws provide otherwise. Statement 3. The meeting of the board of directors may be held anywhere in or outside of the Philippines, unless the bylaws provide otherwise. a. true; true; true b. true false; true c. false; true; true d. false; false; true unless 14, Statement 1: One or more stockholders of a stock corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote and other rights pertaining to the shares for a period not exceeding five (5) years at any time. Statement 2. Consideration for the issuance of stock may be property, tangible or intangible, actually received by the corporation at a fair valuation equal to the par or issued value of the stock issued. Statement 3; Consideration for the issuance of stock may be the previously incurred indebtedness of the corporation but not promissory note nor future service. a, true; true; true Wek b. true false; true 4 Pa c. false; true; true Ae c d. true; false; false > © 15. Statement 1: In a public auction of delinquent shares of Ellen, the balance, interest, cost and expense of sale amounted to P15,000 with Allan, Brian, Carlo and Denver bid 10,000; 8,000; 7500, and 7,800 shares, respectively, hence, the highest bidder was Allan in this case. Cev |. Statement 2: The substantial interest for purpose of determining the existence of interlocking directors is exceeding at least 25% of the outstanding capital stock. f Statement 3: The constituent corporations shall become a single corporation which, in case of merger, shall be the surviving corporation designated in the plan of merger. a. true; true; true b, true false; true ¢. false; false; true d. false; false; false 16. Statement 1: The ABC Corporation, engage in real estate business, through majority vote of the BOD and approval of at least 2/3 of the OCS invested P 50,000,000 in the stock of PLDito Telecom, Mr. Raise dissented said act, hence, he can validly demand payment of the fair value of his shares. ‘Statement 2: A corporation where no part of its income is distributable as dividends to its members, trustees, or officers is known as Non-stock corporation.Statement 3: Membership in a nonstock corporation and all rights arising therefrom are personal and non-transferable, unless the articles of incorporation or the bylaws otherwise provide. a, true true; true b. false true; false . false; true; true . true; true; false 17. Statement 1: In One person corporation, the single stockholder may not be appointed as the corporate secretary. Statement 2: A single stockholder shall designate a nominee and an alternate nominee who shall, in the event of the single stockholder’s death or incapacity, take the place of the single stockholder as director and shall manage the corporation's affairs, Statement 3: Where the dissolution of a corporation may prejudice the rights of any creditor, a verified petition for dissolution shall be filed with the Commission and that its dissolution was resolved upon by the affirmative vote of the stockholders representing at least two-thirds (2/3) Of the outstanding capital stock or at least two-thirds (2/3) of the members at a meeting of its stockholders or members called for that purpose. a. true true; true b. true true; false . false; true; true d. false; true; false stement 1: In case of disloyalty of director, the director must account for and refund to the rporation all such profits, unless the act has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. Statement 2: The executive committee composed of at least three (3) directors as the by laws provides may validly act and decide on the distribution of cash dividends as long as there is concurrence of at least majority of the quorum of the said committee. Statement 3: Insurance company such as Sun life or Axa may issue a no par value shares as long as the issued price is not less than P5.00. a. true true; true b. true true; false c. true; false; false d. true; fasie; true 19. Statement 1: Juan dela Cruz, a Filipino Certified Public Accountant, may validly put up an accounting firm organized as a One Person Corporation. Statement 2: Under the trust fund doctrine, the capital stock, property and other assets of the corporation are regarded as equity in trust for the payment of the corporate creditors, hence, it can be violated when capital is declared as dividends. Statement 3: All stockholders of a stock corporation shall enjoy preemptive right to subscribe to all issues or disposition of shares of any class, in proportion to their respective shareholdings, unless such right is denied by the articles of incorporation or an amendment thereto. a, true true; true b. false true; falsec. true; false; false d. false; true; true 20. Statement 1: Concession theory is a principle in the creation of corporation under which a corporation is an artificial creature without my existence until it has received the imprimatur of the state acting according to law, through the SEC. Statement 2: The Piercing the Veil of Corporate fiction provides that when the veil of corporate fiction is used as a shield to perpetuate fraud, to defeat public convenience, justify wrong or fern! cine, tis ftion shal be cereperded and the ndhidul compost & wil be tented identically. Statement 3: Grand Father Rule is a method of attributing the shareholdings of a given corporate shareholder to a second or even subsequent tier of ownership to determine the ultimate ownership in a corporation. a. true true; true b. false true; false «. true; true; false , false; true; true 21. Statement 1: Mining companies and public utility companies can be incorporated as close corporation. Statement 2: Representative suit are those brought by one or more stockholders or members in the name and on behalf of the corporation to redress wrongs committed against it or to protect corporate rights when official of the corporation refuse to sue the ones to be sued, Statement 3: Any cash dividends due on delinquent stock shall first be applied to the unpaid balance on the subscription plus costs and expenses, while stock dividends shall be withheld from the delinquent stockholder until his unpaid subscription is fully paid. a. true true; true b, false false; true c. true; false;true d. false; true; true 22. Statement 1: The qualification of a director is that he must have at least one (11) share which stands in his name on the books of the corporation and he must be a filipino citizen. Statement 2: Any vacancy occurring in the board of directors or trustees other that by removal or expiration of term may be filed by the vote of at least a majority of the remaining directors or trustees, if still constituting a quorum, ‘Statement 3: Inno case shall the total yearly compensation of directors exceed ten percent (10%) of the net income after income tax of the corporation during the preceding year. a. true true; true b. true false; true . false; true; true d. false; true; false23, Statement 1: A foreign natural person may establish an OPC, subject to the applicable capital requirement and constitutional and statutory restrictions on foreign equity in certain investment areas or activities. Statement 2: The contract entered by Corporation with self-dealing director shall be valid if the presence of the said director is not required to constitute a quorum, his vote is not required to approve the contract and the contract is fair and reasonable, Statement 3: The liability characteristic of a corporation is unlimited as opposed to partnership considering the doctrine of corporate fiction. a. true true; true b, true true; false «. false; true ;false d. false; false; false 24, Statement 1: Under BP 68, the number of incorporators must be at least 5 but not more than 15 while in RA 11232, the incorporator can be one (1) or more as long as not exceeding 15. Statement 2: Under BP 68, the minimum paid up capital is P 3,000 while there is no minimum capital requirement under RA 11232. Statement 3: The amount of earning exceeding the paid in capital shall be considered as improperly accumulated profit under RA 11232. a. true true; true b, true true; false c. true; false ;true d. false; false; true Truc taal *