1. What is a corporation?

2. What are the attributes of a corporation?

3. How are corporations created?
4. May a corporation be incorporated by mere consent?
5. Differentiate primary from secondary franchise.
6. Discuss the right of succession.
7. May a corporation be party to a partnership?
8. What are the rules for determining the nationality of a corporation?
9. What is the “Place of Incorporation” test?
10. What is the control test?
11. Are the two tests for determining nationality used interchangeably?
12. When is the control test applied?
13. What is the purpose of the 60% requirement?
14. What is the basis of computation of the 60-40 percentage requirement?
15. What is the grandfather rule?
16. When should the grandfather rule applied?
17. What is the double 60% rule?
18. Discuss he doctrine of separate juridical personality.
19. What is the limited liability rule?
20. What are the consequences of the corporation’s separate personality?
21. Can a corporation be held liable in tort?
22. Can a corporation be held liable in crime?
23. When may a corporation be subject to the penalty of fine?
24. Who shall be held liable for the criminal acts done on behalf of a corporation?
25. Can a corporation recover moral damages in a suit?
26. Discuss the doctrine of Piercing the Corporate Veil.
27. When does the doctrine of piercing he corporate veil apply?
28. What are the different classification of “piercing the corporate veils” cases?
29. What are the elements to be considered in fraud piercing case?
30. What are the test to determine the application of the alter ego theory?
31. What are the indicia that a subsidiary company is merely alter ego of its parent
corporation?
32. What are the probative factors considered in alter ego cases?
33. What is the jurisdictional requisites before the corporate veil may be pierced?
34. How is the veil of corporate existence pierced?
35. What are the classifications of corporations under the Corporation Code?
36. What is a stock corporation?
37. What is a non-stock corporation?
- One where no part of the income is distributable as dividends to its members,
trustees, or officers, subject to the provisions of the Code on dissolution.
38. What are the essential requisites of a non-stock corporation?
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39. May a stock corporation be converted to a non-stock corporation?
- Yes. A mere amendment of the Articles of Incorporation, the stock corporation is
not distributing any of its assets to the stockholders.
40. May a non-stock corporation be converted to a stock corporation?
 - No. In converting a non-stock to stock corporation by a mere amendment of AOI,
the non-stock corporation is deemed to have distributed an asset of the
corporation. Under Sectio 122, the non-stock corporation must be dissolved first.

41. What is a de facto corporation?

- A corporation where there exists a flaw in its corporation.
42. Are all acts of a de facto corporation valid?
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43. What are the requisites in order for a corporation to be considered de facto?
- Organized under a valid law
- Bona fide compliance with formalities of law
- User of corporate powers
- SEC issuance of certificate of incorporation
44. Do the stockholder or members of a de facto corporation enjoy the privilege of limited
liability?
- The members of a de facto corporation cannot be held liable as partners by third
persons who deal with them in their supposed corporate capacity, merely on
account of a technical defect in the formation of the corporation.
45. Give examples of defects which do not preclude the creation of a de facto corporation?
- AOI fails to state all the matters required by the Code to be stated, or state some
incorrectly.
- Minimum paid-up capital stock has been aid to and received by the corporate
treasurer contrary to his affidavit.
- Name of the corporation closely resembles that of a pre-existing corporation that
will tend to deceive the public.
- Incorporators or a certain number of them are not residents of the Philippines.
- Acknowledgement of the AOI or certificate of incorporation is insufficient or
defective in form, or it was acknowledged before the wrong officer
- Percentage of Filipino ownership of the capital stock required for the business is
less than that prescribed by law.
- Failure to submit by-laws on time.
46. Discuss the Doctrine of Corporation by Estoppel.
-Where a group of persons misrepresent themselves as a corporation, they are
subsequently estopped from claiming lack of corporate life in order to avoid liability.
Provided, however, that when any such ostensible corporation sued on any
transaction entered by its as a corporation or any tort committed by it as such, it shall
not be allowed to use as defense its lack of corporate personality.
47. Who will be liable 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 for all debts, liabilities and damages
incurred or arising as a result thereof.
48. Who exercises the corporate powers of a corporation?
- The corporate powers of the corporation shall be exercised and held by the board
of directors or trustees.
49. Discuss the Doctrine of Centralized Management.
50. What is the rationale of the Doctrine of Centralized Management?
51. Can an individual director exercise corporate powers solely?
52. Are there instances when corporate powers can be exercised by persons other than
the Board of Directors?
53. Discuss the Business Judgement Rule.
54. What is the rationale behind the Business Judgement Rule?
55. What are the requirements for Business Judgement Rule to shield the directors from
liabilities?
56. Are the directors liable for a corporate act done pursuant to a valid corporate objective
but later on became unfavorable to the corporation.
57. What are the fiduciary duties of a directors or trustees?
58. Are the directors and officers solidarily liable with the corporation?
59. When is there disloyalty by a director or trustee?
60. What is the penalty of a director or trustee who commits act of disloyalty?