LEARNING GUIDE QUESTIONS (continuation)

110. What are the kinds of corporate powers?

111. What are the general powers of a corporation?

112. What are the specific powers of a corporation?

113. How is the corporate term extended or shortened?

114. What is the remedy of the other stockholders who do not want to extend or shorten the term?

115. What are the ways to increase or decrease authorized capital stock?

116. What are the requirements for the increase or decrease of authorized capital stock?

117. What is Bonded Indebtedness?

118. What are the requirements in order to increase, decrease, or incur bonded indebtedness?

119. What are the requirements in order for a corporation to sell or dispose its corporate assets?

120. Is the SEC’s approval required before there can be a sale or disposition of all or substantially all of
the corporate assets?

121. When is a sale or disposition considered to cover substantially all the corporate assets?

122. What are the instances when the sale or disposition of corporate assets do not require the
ratification by the stockholders or members?

123. Discuss the Nell Doctrine and its exception.

124. What is a pre-emptive right?

125. What is the purpose of the pre-emptive right?

126. When may the corporation deny the pre-emptive right of its stockholders?

126. Can a shareholder intervene in a suit involving corporate assets?

127. What are the instances when the corporation can acquire its own shares?

128. What are the conditions before the corporation can acquire its own shares?

129. Does a corporation have the power to invest corporate funds in another corporation?

130. What are the requirements to invest corporate funds in another corporation under the Corporation
Code?

131. What are the rules for the investment of corporate funds in another corporation as imposed by
SEC?

132. What is the remedy of the stockholder who do not agree with the investment in another
corporation?
133. Can a corporation engage in a business not enumerated in its purpose clause?

134. Do passive investments in another corporation require the ratification of the stockholders?

134. What are dividends?

135. What are the requirements for the corporation to declare dividends?

136. Define unrestricted retained earnings?

137. What corporate acts require the existence of unrestricted retained earnings?

138. What are the kinds of dividends?

139. Can the corporation retain surplus profits without declaring dividends?

140. What is a management contact?

141. Can a corporate enter into a management contract with a natural person?

142. What are the requirements in order that a management contract be valid?

143. What is the allowed period for a management contract?

144. Can the management contract delegate the entire control over all officers and business of a
corporation to another?

145. What are the modes of exercising corporate powers?

146. How do shareholders or members exercise the powers of the corporation?

147. Can members of non-stock corporations be deprived of the right to vote?

148. Is the approval of stockholders required before the Board of Directors can issue the unissued
portion of the original authorized capital stock?

149. How does the board exercise its grant of corporate power?

150. What is the consequence when the Board of Directors (or Trustees) does not act according to the
corporate charter?

151. Are the actions of the board of directors, during a meeting which failed to abide by the
requirements of its charter or the law, subject to ratification?

152. Can the corporation delegate its corporate powers to its officers?

153. What is the source of the authority of officers of the corporation?

154. Discuss the Doctrine of Apparent Authority?

155. Discuss the Ultra Vires Doctrine?

156. What is an Ultra Vires Act?

157. What are the types of ultra vires acts?

158. Who may commit an ultra vires acts?

159. Who may invoke ultra vires?

160. Distinguish Ultra Vires Acts from Illegal Acts?

161. What are the effects of an ultra vires act in executed and executory contracts?

162. Is it possible that a power of a corporation included in the Articles of Incorporation be considered
as an ultra vires act?

163. How do shareholders exercise the powers of the corporation?

164. What is the remedy of stockholders who were not able to vote to authorize the action taken by the
board of directors?

165. Is the approval of stockholders required before the board of directors issue the unissued portion of
the original authorized capital stock?

166. Can the corporation delegate its corporate powers to its officers?

167. What is the source of the authority of officers of the corporation?

168. Discuss the Trust Fund Doctrine.

169. Discuss the applicability of the Trust Fund Doctrine.

170. What are the exceptions to the Trust Fund Doctrine?

JURISPRUDENCE

Y-I Leisure Philippines, Inc., v. Yu, G.R. No. 207161, September 08, 2015

Magsaysay-Labrador v. Court of Appeals, G.R. No. 58168, December 19, 1989

Lopez Realty, Inc. v. Fontecha, G.R. No. 76801, August 11, 1995

Luzviminda Visayan v. NLRC, G.R. No. 69999, April 30, 1991

Vicente v. Geraldez, G.R. No. L-32473, July 31, 1973

The Board of Liquidators v. Heirs of Maximo Kalaw, G.R. No. L-18805, August 14, 1967

Republic of the Philippines v. Acoje Mining Company, Inc., G.R. No. L-18062, February 28, 1963

Pirovana v. De la Rama Steamship Co., G.R. No. L-5377, December 29, 1954

Yamane v. Lepanto, G.R. No. 154993, October 25, 2005

Dee v. SEC, G.R. No. L-60502, July 16, 1991

Turner v. Lorenzo Shipping Corp., G.R. No. 157479, November 24, 2010