LACANILAO, GWEN SULA V.

BSA-5

CORPORATION QUESTIONNAIRES NO.36-40

36. Which of the following will cause the automatic dissolution of a corporation?

a. Continuous in operation for a period of at least 5 years.

b. Failure to formally organize and commence the transaction of its business or the
construction of its works within 2 years from its incorporation.

c. Failure to adopt by laws and submit the same to the securities and exchange
Commission within 30 days from the receipt of the official notice of the issuance of its
certificate of incorporation.

d. Commission by the corporation of an ultra-vires act.

ANSWER: B. Failure to formally organize and commence the transaction of its

business or the construction of its works within 2 years from its incorporation.

37. Which of the following statement pertaining to no-par shares is incorrect?

a. Subscriptions to no-par shares are deemed fully paid and non- assessable.

b. Shares without par value may not be issued for a consideration of less than P5.00
per share.

c. No-par shares may not be issued by banks, trust companies, insurance

companies, public utilities and building and loan associations.

d. Subscriptions to no-par shares in excess of the issued price shall be available for
distribution as stock dividends.

ANSWER: D. Subscriptions to no-par shares in excess of the issued price shall

be available for distribution as stock dividends.

38.A,B,C,D,E,F,G,H, and I are directors of strong Cement corporation whose articles

of incorporation provide for 9 directors. In the meeting of September 2014, directors
A, B, C, D and E were present to approve a contract for the purchase of cement
bags from E who deals in the said product. The contract was deliberated upon
exhaustively by the said directors in the meeting including E. When voting took
place, however, only A, B, C and D who found the contract fair and reasonable under
the circumstances, voted for its approval. The contract between the corporation and
E is:

a. Valid and enforceable

b. Voidable at the option of the corporation.

c. Unenforceable against the corporation

d. Void because a corporation must not enter into a contract with any of its directors
since a director occupies a position of trust.

ANSWER: B. Voidable at the option of the corporation.

39. A, B, C, D and E distributed calling cars identifying themselves as directors of

Summit Corporation to several individuals during a business conference. In reality,
however, no such corporation is registered with the Securities and Exchange
Commission. X, who received a calling card granted credit amounting to P50,000,00
to “Summit Corporation” believing that such a corporation really existed. When the
supposed corporation was unable to pay, X brought a court action against it. At that
time “Summit Corporation” had assets of P30,000.00

a. “Summit Corporation” is liable only up to P30,000,00 its remaining assets, since it

is different from A, B, C, D and E who are not liable in their individual capacities,

b. X can go after the separate assets of A,B,C,D and E after exhausting the assets of
“Summit Corporation”

c. A,B,C,D and E can move for the dismissal of the court action because “Summit
Corporation” has no personality of its own.

d. X cannot allege the lack of juridical personality on the part of “Summit

Corporation” because he is estopped from doing so.

ANSWER: B. X can go after the separate assets of A,B,C,D and E after

exhausting the assets of “Summit Corporation”
40. Which of the following Subscriptions does not comply with the subscription and
paid-up capital requirements at the time of incorporation?

Authorized Subscribed Paid-up

a. P1,000,000,00 P250,000,00 P62,500,00

b. 300,000,00 75,000,00 50,000,00

c. 100,000,00 100,000,00 100,000,00

d. 50,000,00 12,500,00 3,125,00

ANSWER: D. 50,000,00 12,500,00 3,125,00