1. “X” Corporation shortened its corporate life by amending its Articles of Incorporation.

It has no
debts but owns a prime property located in Quezon City. How would the said property be
liquidated among the five (5) stockholders of said corporation?

 The prime property of "X" Corporation can be liquidated among the five stockholders
through any of the following modes: (1) liquidation through the Board of Directors; (2)
liquidation through a trustee to whom the properties are conveyed; and (3) liquidation
through a receiver. The board, the trustee, or the receiver as the case may be will then convey
the property and distribute it among the creditors after paying the corporate debts. It is
submitted that the specific property may either be sold and the proceeds thereof distributed
to the stockholders after paying corporate debts or they may actually physically divide the
property if no creditor will be affected.
2. The members of ABC Corporation, a non-stock corporation, contributed an amount for a
corporate activity. However, the total amount that was contributed was more than sufficient for
the activity; hence, a balance of P500,000 was left with the corporation. There is a proposal to
offset the unused contribution against the balance of the receivables from the members. Is the
proposal in accordance with law?
 No, the proposal to offset the unused contribution against the balance of the receivables from
the members is not in accordance with law. According to Section 28 of the Revised
Corporation Code, the contributions of members to a non-stock corporation shall be held
exclusively for the purposes stated in its articles of incorporation. This means that the funds
cannot be used for any other purpose, even if there is a surplus . In this case, the unused
contribution of P500,000 should be returned to the members of the corporation. The balance
of the receivables from the members can be collected separately.The proposal to offset the
unused contribution against the balance of the receivables from the members is essentially a
way of forgiving the members' debts. This is not allowed under the Revised Corporation Code.
3. Two (2) corporations agreed to merge. They then executed an agreement specifying the
surviving corporation and the absorbed corporation. Under the agreement of merger dated
November 5, 20NY, the surviving corporation acquired all the rights, properties, and liabilities of
the absorbed corporation. What would happen to the absorbed corporation? Must the
absorbed corporation undertake dissolution and winding up procedures? Explain your answer.
 Whille there is a dissolution of the absorbed corporation by operation of law, there is no
winding up of its affairs or liquidation of its assets, since the surviving corporation would
continue the combined business. Liquidation contemplates the death of a corporation, one
that amounts to the winding up of the affairs of a corporation. Such is not present in a merger.