Professional Documents
Culture Documents
Private Corporations
Private Corporations
Manila
5. One which is so related to another corporation that the majority of its directors can be elected by such other corporation.
6. Under this theory, the nationality of the corporation is that of the country under whose law it was formed
7. A corporation created in strict compliance with all the legal requirements and whose right to exist as a corporation
cannot be successfully attacked in a direct proceeding for that purpose by the State is?
10. The articles of incorporation differ from the by-laws in that the articles of incorporation are
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12. This is a characteristic of a stock corporation as distinguished from a non-stock corporation
14. A religious corporation which consists of one member only or his successors
17. Persons who have agreed to take and pay for original unissued shares of a corporation formed or to be formed
18. Persons who bring about or cause to bring about the formation and organization of a corporation by bringing together
the persons interested in the enterprise
19. Amount equal to the aggregate par value or issued value of the outstanding capital stock
20. Shares without par value may not be issued for a consideration
21. Issued to those who in some way interested to the company, for incorporating the company, for services rendered in
launching the welfare of the company
22. When a corporation is used to defeat public convenience, justify wrong, protect fraud, or defend crime or made as a
shield to confuse the legitimate issues or where a corporation is a mere alter ago or business conduit of a person, this
doctrine applies
23. If the remaining directors constitute a quorum, they can fill up the vacancy
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24. The following may be the consideration of the shares of stock of a corporation, except
25. A certificate of stock is distinguished from share of stock in that a share of stock
a. Is the written evidence of a stockholder’s interest in the assets and management of a corporation
b. Is tangible personal property
c. Is one of the units into which the capital stock is divided
d. May not be issued if the subscription has not been duly paid
26. A, B, C, D, E, F and G are the duly elected directors for 2011 of Delicious Corporation whose article of incorporation
provide for 7 directors. On August 1, 2011, Directors A, B, C, D and E met to fill the two vacancies in the board
brought about by the valid removal of F for disloyalty to the corporation and the death of G. In the said meeting, the
remaining directors voted for X to replace F and Y, a son of G, to replace his father. Both X and Y are owners of at
least one share of stock of the corporation. The election of X and Y by the remaining directors
27. In the meeting of the board of directors of Gold Corporation, a construction company held on March 31, 2011,
directors A, B, C, D and E were present among the 9 directors. The meeting had for its agenda the following:
When the voting took place, directors A, B, C and D voted for the election of Y as the new treasurer, and directors A,
B and C voted for the approval of the contract with X Supplies
28. Stock dividends differ from cash dividend in that stock dividends
If the authorized capital stock is P60,000, divided into 600 shares with par value of P100 per share
29. And P40,000 has been subscribed, the minimum paid-up should be
31. If 1,000 shares are outstanding and 5 members of the Board of Directors are to be elected, the least number of shares
needed by a candidate to be elected is
32. Using the preceding number, the minimum number of votes needed by a candidate to be elected is
34. Using number 33, except that three (3) have resigned, who fills up the vacancy?
First answer – the remaining members of the Board
Second answer – the stockholders
36. The veil of corporate fiction may be pierced in the following cases, except.
38. Unless sooner dissolved or extended, the life of a corporation may be for a period not exceeding
40. Each of the incorporator of a stock corporation must own or be a subscriber to at least
41. The board of directors of a corporation consists of nine (9) members, where two (2) have died during their term of
office and one (1) is abroad, the quorum would be
a. Five (5) members b. Six (6) members c. Four (4) members d. Seven (7) members
42. In no case shall the total yearly compensation of directors, as such directors, exceed
a. 5% of the net income before income tax during the preceding year
b. 10% of the net income before income tax during the preceding year
c. 10% of the net income after income tax during the preceding year
d. 10% of the net income before income tax during the current year
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43. A corporate officer or director cannot, take advantage for their personal benefit a business opportunity which the
corporation is financially able to undertake.
44. A corporation has only such powers as are expressly granted and those that are necessarily implied from those
expressly granted or those which are incidental to its existence
45. For purposes of interlocking directors, the stockholdings shall be considered substantial if
a. Exceeding 10% of the authorized capital stock c. Exceeding 20% of the authorized capital stock
b. Exceeding 10% of the outstanding capital stock d. Exceeding 20% of the outstanding capital stock
46. A shareholders’ option to subscribe to allotment of shares in proportion to his holding of outstanding shares, before
new shares are offered to others
47. The assets of the corporation as represented by its capital stock are to be maintained unimpaired that there can be no
distribution of such assets among the stockholders without provision being first made for the payment of corporate
debts.
48. Dividend in the form of a promissory note and may be issued to bear interest
50. Dividend which gives the stockholder an option to receive cash or stock dividend
51. Dividend which are actually distributions of the assets of the corporation upon dissolution or winding up
52. Rules of action adopted by the corporation for its internal government and for the government of its officers and of its
stockholders are members
53. The corporation shall be deemed dissolved and its corporate powers cease, if from the date of its incorporation, it does
not formally organize and commence the transaction of its business or the construction of its works within
54. If the corporation has commenced the transaction of its business, the corporate franchise or certificate of incorporation
may be suspended or revoked, if it subsequently becomes continuously inoperative for a period of at least
55. A representative action where a stockholder brings an action in the name and in behalf of the corporation and any
relief obtained belongs to the corporation and not to the stockholders individually or collectively
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56. An action brought by a stockholder against the corporation for direct violation of his contractual rights
57. Where a stockholder may bring a suit in behalf of himself and all other stockholders who are similarly situated when a
wrong is committed against them
58. Any profit which it may earn shall be used for the furtherance of the purpose for which the corporation was organized
as such profit is not distributable to its members
59. All of this corporation’s issued stock of all classes exclusive of treasury shares shall be held of record by not more
than twenty (20) persons
61. A non-voting stock may vote in the following corporate acts, except in case of
62. One of the following acts maybe performed by the executive committee of a corporation. Which is it?
63. A corporation may acquire its own shares for a legitimate purpose provided it has unrestricted retained earnings. In
which of the following acquisition is the requirement of unrestricted retained earnings not imposed?
64. A. When par value shares are issued above par, the premium or excess is to be considered as part of the legal capital.
B. In the case of no par value shares, the entire consideration received forms part of legal capital and shall be available
for distribution as dividends.
a. both are true b. both are false c. only the first is true d. only the second is true
65. A. There is merger when two or more corporations unite giving rise to a new corporate body and dissolving the
constituent corporations.
B. There is consolidation when two or more corporations unite, one corporation loses its corporate existence
absorbing in itself the other which disappears as a separate corporation.
a. both are true b. both are false c. only the first is true d. only the second is true
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66. A. All incorporators are corporators and all corporators are incorporators.
B. Banks, trust companies, insurance companies, public utilities and building and loan associations may have a par
value or may have no par value as may be provided for in the articles of incorporation.
a. both are true b. both are false c. only the first is true d. only the second is true
67. A. Shares with par value may not be issued for a consideration less than the value of P5 per share
B. Preferred shares of stocks may be issued with or without a stated par value.
a. both are true b. both are false c. only the first is true d. only the second is true
68. A. Shares issued without par value shall be deemed fully paid and non-assessable and the holder of such shares shall
not be liable to the corporation or its creditors in respect thereto.
B. Statement above means that the holder is no longer liable for the shares even if they are not yet fully paid.
a. both are true b. both are false c. only the first is true d. only the second is true
69. A. Redeemable shares may be redeemed regardless of the existence of unrestricted retained earnings even if such
redemption would cause insolvency or inability of the corporation to meet its debts as they mature.
B. Treasury shares do not revert to the unissued shares of the corporation and are still issued shares but being in the
treasury they have the status of outstanding shares.
a. both are true b. both are false c. only the first is true d. only the second is true
B. Where the capital stock consists only of no par value shares, the 25% subscription requirement
shall be computed on the basis of the issued price of no par value shares
a. both are true b. both are false c. only the first is true d. only the second is true
71. A. A corporation has the power to do all acts not expressly or impliedly prohibited.
B. No person convicted by final judgment of violation of the Corporation Code, regardless of the punishment
imposed shall qualify as a director, trustee, or officer of any corporation.
a. both are true b. both are false c. only the first is true d. only the second is true
72. A. No person convicted by final judgment of an offense punishable by imprisonment shall qualify as a director,
trustee, or officer of any corporation.
B. Any vacancy occurring in the board of directors or trustee may be filled by the vote of at least majority of the
remaining directors of trustees, if still constituting a quorum.
a. both are true b. both are false c. only the first is true d. only the second is true
73. A. Where the capital stock is divided into par value shares and no par value shares, the 25% subscription requirement
shall be based on the amount of authorized capital stock in case of par value shares and for no par value shares it
is based on the entire number of authorized no par value shares.
B. 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 results thereof.
a. both are true b. both are false c. only the first is true d. only the second is true
74. A. A majority of the directors or trustees of all corporations organized in the Phil. must be citizens of the Phil.
a. both are true b. both are false c. only the first is true d. only the second is true
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75. A. The by-laws of a corporation can not provide that a director should own at least two shares of stock
B. Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as
president and secretary or as a secretary and treasurer at the same time.
a. both are true b. both are false c. only the first is true d. only the second is true
76. A. In the election of directors, owners of majority of the outstanding capital stock must be present to vote in person as
they cannot vote by proxy
a. both are true b. both are false c. only the first is true d. only the second is true
77. A. The corporate secretary must be a director, and a resident and citizen of the Philippines.
B. The by-laws of a corporation may create an executive committee, composed of not less than three (3) members to
be appointed by the board of directors
a. both are true b. both are false c. only the first is true d. only the second is true
78. A. In case of extension of corporate term, and not if shortened may any dissenting stockholder
exercise his appraisal right.
B. No dividend shall be issued without the approval of stockholders representing not less than 2/3 of the outstanding
capital stock.
a. both are true b. both are false c. only the first is true d. only the second is true
79. A. The stockholders of a stock corporation have the power to declare dividends out of the unrestricted retained
earnings which shall be payable in cash, in property or in stock to all stockholders on the basis of the outstanding
shares held by them.
B. Cash dividend and stock dividend are declared by the board with the concurrence of the stockholders representing
at least 2/3 of the outstanding capital stock.
a. both are true b. both are false c. only the first is true d. only the second is true
80. A. An ultra vires act is one which is contrary to law, morals, good customs, public order or public policy.
B. Regular meeting of the board of directors shall be held annually on a date fixed in the by-laws, or if not so fixed,
on any date in April of every year as determined by the board of directors.
a. both are true b. both are false c. only the first is true d. only the second is true
81. A. Meetings of stockholders may be held anywhere in or outside of the Phil. unless the by-laws provide otherwise.
B. The President shall preside at all meetings of the directors or trustees as well as of the stockholders or members,
unless the by-laws provide otherwise.
a. both are true b. both are false c. only the first is true d. only the second is true
82. A. No management contract shall be entered into for a period longer than five years for any term.
B. The power to amend the articles of incorporation lies with the stockholders or members directly, or indirectly by
delegating said power to the board of directors or trustees.
a. both are true b. both are false c. only the first is true d. only the second is true
83. A. The power to amend by-laws lies with the board of directors or trustees, directly or indirectly by delegating said
power to the stockholders.
B. Treasury shares shall have no voting rights as long as they remain in the treasury.
a. both are true b. both are false c. only the first is true d. only the second is true
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84. A. All unissued shares of stock shall not be issued for a consideration less than its par value.
B. No certificate of stock shall be issued to a subscriber until the full amount of his subscription together with interest
and expenses, in case of delinquent shares, if any is due, has been paid.
a. both are true b. both are false c. only the first is true d. only the second is true
85. A. The highest bidder is the person offering to pay the full amount of the balance on the subscription together with
accrued interest, if any, cost of advertisement and expenses of sale for the highest number of shares.
B. Holders of subscribed shares not fully paid shall have all the rights of stockholder.
a. both are true b. both are false c. only the first is true d. only the second is true
86. A. The cost and expenses of appraisal shall be borne by the stockholders.
B. The board of directors may remove a member of the board for excessive absences.
a. both are true b. both are false c. only the first is true d. only the second is true
The End.
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