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3/18/22, 12:14 AM LAW-resa-corporation Flashcards | Quizlet

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LAW-resa-corporation
Terms in this set (88)

As regards the corporate by laws, which of C


the following is false?

A. To adopt majority of the outstanding


capital stock is needed

B. To delegate to the BOD the power to


amend, repeal, or adopt new by laws, 2/3 of
the outstanding capital stock

C. To revoke the power delegated to the


board to amend, repeal, or adopt new by
laws, 2/3 of the outstanding capital stock

D. To amend, repeal or adopt new by-laws,


majority of the outstanding capitalstock

The power to deny pre-emptive rights to B


stockholders is

A. Incidental power

B. Express power

C. Implied power

D. Discretionary power

As regards treasury shares, which is not D


correct?

A. They have no voting rights while in the


treasury

B. They may be distributed as property


dividend if there is a surplus profit

C. They are not entitled to dividends

D. They are considered as part of the earned


or surplus profits thus distributable as
dividends

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This is the equitable right of the stockholders D


to subscribe to all issues of shares in
proportion to their shareholdings to maintain
their equity participation in the corporation

A. Appraisal right of dissenting stockholder

B. Right to first refusal in close corporation

C. Right to dividends date entity

D. Pre-emptive right

In the matter of management of the B


corporation, this is supreme:

A. Majority of the shareholders

B. Board of directors

C. 2/3 of the stockholders

D. Officers of the corporation

This is the written acknowledgment of the D


interest of the stockholder in the corporation

A. Proxy

B. Share of stock

C. Voting trust agreement

D. Certificate of stock

These are the persons who sign the articles A


of incorporation and therefore must be
subscribers of shares

A. Incorporators

B. Directors

C. Stockholders

D. Corporate officers

They provide and regulate the internal B


matters of the corporation

A. Articles of incorporation

B. By-laws of the corporation

C. Certificate of incorporation

D. Certificate of filing of by-laws

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This is a public instrument giving authority to B


vote for stockholder

A. Proxy

B. Voting trust agreement

C. Stock certificate

D. Voting trust certificate

A gratuitous reissue of treasury shares will C


result in

A. Capital surplus

B. Stock dividend

C. Watered stock

D. Property dividend

A certificate of stock is not a negotiable B


instrument because it lacks the requirement
of

A. The instrument must be in writing and


signed by the maker or drawer

B. It must contain an unconditional order or


promise to pay a sum certain in money

C. It must be payable to order or to bearer

D. It must be payable on demand or at a fixed


or determinable future time

The number of trustees in a non-stock B


corporation may be

A. Not less than 5 but not more than 15

B. Not less than 5 but may be more than 15

C. Not less than 5 but not more than 11

D. May be less than 5 and more than 15

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Which of the following is a limitation on C


proxy?

A. The proxy acquires legal titles to the


shares of the stockholder

B. The proxy may attend the meeting even in


the presence of the stockholder

C. The proxy as a rule is only for the meeting


from which it is issued

D. The proxy is not revocable at will of the


stockholder

S1: In a corporation by estoppel, those who B


represent themselves as forming a
corporation are liable as stockholders to 3rd
persons

S2: For a de facto corporation to exist, it is


necessary that it is issued by the SEC a
certificate of incorporation just like a de jure
corporation

A. True, false

B. False, true

C. True, true

D. False, false

The following are requirements for B


incorporators. Which is not?

A. Majority of them must be residents of the


Philippines

B. Majority of them must be of legal age

C. They must be natural persons

D. They must be not less than five nor more


than fifteen in number

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S1: To elect officers of the corporation, D


majority of the directors in a meeting
constituting a quorum is sufficient.

S2: Members of a non-stock corporation may


all be without voting rights if provided for in
the articles of incorporation or by laws

A. Both are false

B. Both are true

C. Only S1 is true

D. Only S1 is false

In three of the following corporate acts, B


dissenting stockholders have appraisal rights
except;

A. Merger or consolidation of corporations

B. Increase or decrease of capital stock,


incurring, creating or increasing bonded
indebtedness

C. Investment of corporate funds in another


business or corportion or for any purpose
other than primary purpose

D. Disposition of all or substantially all of the


corporate assets

Stockholders with or without voting rights C


may vote on the following matters except:

A. Amendment of the articles of


incorporation

B. Dissolution of the corporation

C. Election of directors

D. Adoption and amendment of by-laws

The nationality of the corporation D


determined by the nationality of the
stockholder in control of the same is called:

A. Domicile test

B. Incorporation test

C. Management test

D. Control test

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S1: Directors as a rule are entitled to D


compensation as directors but not exceeding
ten percent of the net income before tax of
the preceding year

S2: All private corporations in the Philippines


shall be incorporated under the Corporation
Code, which is a general law

A. Both are true

B. Both are false

C. Only S1 is true

D. Only S1 is false

S1: Redeemable shares may be taken up or B


purchased by the corporation even in the
absence of surplus profits

S2: Treaury shares may be reissued for a


reasonable price even below par value.

A. Both are false

B. Both are true

C. Only S1 is true

D. Only S1 is false

S1: In case of shares owned in common by A


two or more stockholders, the consent of
either is enough to vote the same

S2: The pledgee or mortgagee shall have the


right to vote the shares unless stipulated
otherwise

A. Both are false

B. Both are true

C. Only the first is true

D. Only the first is false

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S1: Contracts between corporations with C


interlocking directors shall only be voidable,
not void, because of the nominal interest of
the director

S2: Management contracts shall be approved


by 2/3 vote of the directors and stockholders
of both managed and managing corporation

A. Only S1 is false

B. Both are true

C. Both are false

D. Only the first is true

Vacancy in the board of directors can be A


filled up by the remaining directors in the
following cases, except.

A. Increase in the number of directors

B. Resignation of a director

C. Death of a director

D. None of the above

The following are requisites for de facto D


corporation, except one

A. Valid law under which it is incorporated

B. Actual use of corporate powers

C. Attempt in good faith to organize

D. Non-issuance by the SEC of certificate of


incorporation

S1: In an open corporation, only in certain A


case do stockholders have appraisal right of
dissenting stockholders while in a close
corporation, stockholders can at anytime for
whatever reason demand payment of
surrendered shares

S2: In the former, there is no restriction in the


transfer of shares while in the latter, there is in
the form of the right of first refusal of the
corporation or stockholders

A. Both are true

B. Both are false

C. Only S1 is true

D. Only S2 is false

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S1: The by-laws of a corporation may provide B


that the stockholders or trustees meeting
may be outside of the Philippines

S2: The code of by-laws may be filed with the


SEC either before or after incorporation

A. Only S1 is true

B. Only S1 is false

C. Both are true

D. Both are false

A subscribed to 1,000 shares of stock of X D


corporation. She paid 25% of the said
subscription. During the stockholders
meeting, can A vote all her subscribed
shares?

A. No,because the subscription has not yet


been fully paid

B. No, because A's shares have become


delinquent which cannot be voted

C. No as to the unpaid percentage of


subscription

D. Yes, because unpaid shares not delinquent


can be voted

S1: After dissolution but within the three year A


period for liquidation,a corporation's term
may still be extended by amendment of its
articles of incorporation

S2: The dissolution of a corporation shall take


place because it has been in continuous non-
operation for 5 years.

A. Both statement are false

B. Both are true

C. True, false

D. False, true

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S1: The by-laws may provide that the holders B


of a majority of the outstanding capital stock
may elect all members of the board of
directors

S2: That it may also provide that no officer of


the corporation shall be required to be a
stockholder

A. Both are true

B. Both are false

C. True, false

D. False, true

Majority of the following must be residents of D


the Philippines, except

A. Members of the BOD

B. Members of the Board of trustees

C. Incorporators

D. Officers

Private corporations has the following C


attributes, except

A. It is created by operation of law as a


juridical person

B. It has the right of succession

C. It may be formed, organized, and existing


under a special law or charter

D. It has the powers, attributes and properties


expressly authorized by law or incident to its
existence

In three of the following instances, shares C


with or without voting rights can be voted ,
except

A. Increase or decrease of capital stock

B. Dissolution of the corporation

C. Election of directors or trustees

D. Merger or consolidation with other


corporation

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One of the following does not have voting C


rights

A. Preferred shares

B. Redeemable shares

C. Treasury shares

D. Common shares

The executive committee cannot act on this C


matter except

A. Filing of vacancy in the board of directors

B. Cash dividend declaration

C. Board resolution on depositary bank of


the corporation

D. Stock dividend declaration

Three of the following are not authorized to A


issue no par value shares . Which one is the
exception?

A. Industrial companies

B. Insurance companies

C. Trust companies

D. Public utilities

The corporation has a nine-member board. B


Two of the members have sold their shares
while two others are abroad. To have a
quorum, the number required is

A. Seven

B. Five

C. Three

D. Four

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S1: A majority of the directors or trustees of C


all corporations organized in the Philippines
must be citizens of the Philippines

S2: Any two or more positions may be held


concurrrently by the same person, except
that no one shall act as president and
secretary or as secretary and treasurer at the
same time

A. Only S1 is true

B. Only S2 is true

C. Both are false

D. Both are true

S1: When par value shares are issued above D


par, the premium or excess is to be
considered as part of the legal capital

S2: 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.

A. Both are false

B. Both are true

C. True,false

D. False, true

Which of the following corporate acts B


requires the approval of the majority of the
outstanding capital stock or of the members?

A. To invest corporaye funds in another


corporation or business

B. To adopt, amend or repeal by-laws

C. To dissolve the corporation


D. To amend the articles of incorporation

A distribution by a corporation of shares held D


by it in another corporation is

A. Stock dividend

B. Sale of capital assets

C. Sale of treasury stock

D. Property dividend

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They are issued to those who helped in D


incorporating the corporation or for services
rendered in launching the welfare of the
same

A. Preferred shares

B. Stock in escrow

C. Founder's shares

D. Promotion stock

A director of a corporation may be removed C


from the office by a vote of the stockholders
representing

A. Majority of the outstanding capital stock

B. 2/3 of the stockholder

C. 2/3 of the outstanding capital stock

D. Majority of the stockholders

Three of the following are attributes of a A


corporation. Which is the exception?

A. Created by agreement of the


incorporators

B. An artificial being

C. Has a right of succesion

D. Has powers, attributes and properties


expressly authorized by law or incident to its
existence

One of the following is the disadvantage of A


forming a corporation

A. The subservience of minority stockholders


to the wishes of the majority subject only to
equitable restraints

B. The free and ready transferability of


ownership

C. The shareholders are not liable for the


debts of the business

D. The owner of succession the existence of


the entirety is not affected by the personal
vicissitudes of the individual stockholders

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One of the following does not require C


stockholder's approval

A. Change of corporate name


B. Merger or consolidation

C. Declaration of cash dividend

D. Investment of corporate funds outside


main purpose of the corporation

In a corporation, two or more positions may B


be held concurrently by the same person,
except that no person shall act as

A. President and chairman of the board

B. President and secretary

C. Secretary and treasurer

D. Treasurer and director

The following are qualifications of corporate C


directors, except

A. Must own at least one share of stock

B. Must not be convicted by final judgment


with imprisonment atleast 6 years and
committed within 5 years prior to election

C. Majority are citizens of the Philippines

D. Ownership of shares must be recorded in


the books of the corporation

The interest or right of the stockholder in the A


corporation's profits or in the net assets of
corporation on dissolution is

A. Shares of stock

B. Dividend

C. Capital

D. Certificate of stock

The right of a corporation to exist as juridical B


person during its term as stated in the articles
of incorporation despite the death of any of
its stockholders is

A. Right of existence

B. Right of succesion

C. Pre-emptive right

D. Right of redemption,
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A corporate doctrine which the stockholders B


are not personally liable for corporate debts

A. Piercing the veil of corporate fiction

B. Separate legal entity

C. Trust fund doctrine

D. Corporate opportunity

A stockholder who does not approve the A


action taken by the Board of Directors in
proposing to amend the articles of
incorporation is not allowed to withdraw
from the corporation in one of the following
instances

A. Creating, incurring, increasing or


decreasing any ond indebtedness

B. Shortening or prolonging corporate


existence

C. Investing of corporate funds in another


corporation

D. Merger or consolidation

The following are ways of enforcing payment C


of unpaid subscription, which is the
exception

A. Filing a court action to recover unpaid


subscription

B. Sale at public auction of delinquent stocks

C. Denying delinquent stock cash dividends

D. Denying delinquent stock the right to vote


and voted upon

Which of the following will qualify as D


incorporator in a corporation?

A. A minor

B. A corporation

C. Partnership

D. Foreigner

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A corporation code requires that


A

A. At least a majority of the directors are


residents of the Philippines

B. All of the directors or trustees are residents


of the Philippines

C. All of the directors or trustees are citizens


of the Philippines

D. Majority of the directors are citizens of the


Philippines

The authorized capital stock of a proposed A


corporation is P1,000,000 divided into 10,000
shares with a par value of P100 each. The
minimum amount of subscription that must be
paid up is

A. P62,500 or 625 shares

B. P50,000 or 500 shares

C. P75,000 or 750 shares

D. P87,500 or 875 shares

1. Corporators are incorporators.


A
2. Incorporators are corporators

A. False, true

B. True, false

C. True, true

D. False, false

An individual or a domestic corporation B


designated in a written power of attorney by
a foreign corporation authorized to transact
business in the Philippines, on whom any
summons and other legal processes may be
served in all actions or other legal
proceedings against such corporation is
called

A. Resident director

B. Resident agent

C. Receiver

D. Trustee

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The holder of non-voting shares shall D


nevertheless be entitled to vote on the
following matter

A. Increase or decrease of capital stock

B. Adoption or amendment of by-laws

C. Dissolution of the corporation

D. Dividend declaration

Requirement to effect the amendment of the D


by-laws of a corporation

A. Majority vote of the board of directors

B. Majority vote of the outstanding capital

C. Vote of 2/3 of the outstanding capital


stock

D. Majority vote of the board of directors and


majority vote of the outstanding capital stock

The following are the requisites except one, D


for valid declaration and/or issuance of stock
dividend.

A. Existence of of original and unissued


shares.

B. Existing unrstricted retained earnings

C. Devidends declaration of the BOD and


approved by 2/3 vote of the OCS

D. It is issued to increase the authorized


capital stock

Purely ulta vires acts of the officers of a C


corporation to invest corporate funds in
another business or corporation, ie, acts not
contrary to law, morals, and public policy
may be ratified by:

A. Majority vote of all members of the board

B. Stockholders with 1/2 of voting power

C. Stockholders holding 2/3 of the voting


power

D. Majority vote of the board present

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Which of the following is a ground for the B


suspension or revocation of the certificate of
incorporation by the SEC?

A. If the corporation has commenced its


business and subsequently become
continuously inoperative for two years

B. If the corporation has ceased operations


continuously for a period of at least 5 years

C. If the corporation did not commenced its


business transactions for 2 years

D. If the corporation did not formally


organize after incorporation

The following defect will preclude the B


creation of even a de facto corporation

A. The incorporators of a certain number of


them are not residents of the Philippines

B. Lack of certificate of incorporation from


the SEC

C. Name of the corporation closely


resembles that of a preexisting corporation
and may deceive the public

D. There is actual use of corporate powers

1. The meetings of the BOD of a stock D


corporation may be held anywhere in the
world

2. The meeting of the members of a non-


stock corporation may be held anywhere
within the Philippines

A. True, False

B. False, True

C. Both are false

D. Both are true

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(1) Appraisal right means that whenever the C


capital stock of a corporation is increased
and new shares of stock are issued, the new
issue must first be offered to the
stockholders in proportion to their existing
shareholdings before subscriptions are
received from the general public

(2) Ultra vires acts are illegal and therefore


void

(3) Certificate of incorporation is the


document prepared by the persons
establishing the corporation and filed with
the SEC containing the matter required by
the Corporation Code

A. Only (1) is true

B. Only (2) is false

C. All are false

D. All are true

(1) A foreign corporation doing business in D


the Philippines without a license may be sued
but it cannot sue

(2) A written demand for payment of the fair


value of the shares made in the exercise of
the appraisal right will suspend the
stockholder's rights

A. False, True

B. True, False

C. False, false

D. True, true

Which of the following statement is correct


D

a. eleemosynary corporation is one


established for business or profit

B. Corporation aggregate is one established


for religious purposes

C. Civil corporation is one established under


the laws of the Philippines

D. Lay corporation is one established for the


purposes other than religious

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A,B,C,D,E and F, Filipino citizens , X,Y,Z, A


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

Can the aforementioned persons validly form


a domestic corporation?

A. Yes, provided majority of them are resident


of the Philippines

B. Yes, because majority of them areFilipino


citizens

C. Yes, provided they will subscribe for


atleast 25% of the authorized capital stock

D. No, because foreigners cannot be


incorporators of a domestic corporation

A,B,C,D,E and F, Filipino citizens , X,Y,Z, D


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

How much atleast shall be subscribed by the


incorporators at the time of the
incorporation?

A. P300,000

B. P350,000

C. P200,000

D. P250,000

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A,B,C,D,E and F, Filipino citizens , X,Y,Z, C


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

How many shares at least shall be paid up by


the incorporators?

A. 625,000

B. 62500

C. 6250

D. 625

A,B,C,D,E and F, Filipino citizens , X,Y,Z, A


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

Can B demand for a certificate of stock of


1,200 shares?

A. No, because certificate of stock shall be


issued onlyafter payment of the full amount
of the subscription

b. No, because the 800 shares subscribed by


him are already delinquent

C. Yes, because he can surrender the 800


shares to the corporation and limit his
subscription to 1,200 shares only

D. Yes, because he has paid P12,000


representing the full value of 1,200 shares

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A,B,C,D,E and F, Filipino citizens , X,Y,Z, D


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

Is the payment of X for his subscription valid?

A. Yes, provided the promissory note is


converted to cash on its maturity

B. Yes, as long as the other incorporators


shall accept his promissory note

C. No, because only actual cash paid to the


corporation can be valid payment

D. No, because shares of stock shall not be


issued in exchange of promissory note

A,B,C,D,E and F, Filipino citizens , X,Y,Z, D


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

Can F be an incorporator of the corporation?

A. Yes, provided the other incorporators do


not object

B. No, because an incorporator must have


substantial share in the corporation

C. Yes, because as a Filipino, he has the right


to join the formation of a domestic
corporation

D. No, because he does not own atleast one


share of the capital stock of the corporation

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A,B,C,D,E and F, Filipino citizens , X,Y,Z, B


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

Assuming that the corporation has been


organized, how many shares can B validly
vote in the election of the members of the
board of directors?

A. 1,200 shares because these have been


paid

B. 2,000 shares because that is his total


subscriptions

C. 800 shares because that is the balance of


his unpaid subscription

D. Any of the above

(1) It is illegal to issue watered stocks. D


However, stocks issued without any
consideration at all is justified if such issues
are bonus shares

(2) A director is removed from office by a


vote of the stockholders holding at least 2/3
of the outstanding capital stock.The vacancy
occasioned by such removal can be filled by
the vote of the majority of the remaining
directors if still constituting a quorum

A. Only (1) is correct

B. Both are correct

C. Only (2) is correct

D. Both are wrong

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The voting proportion required to enable a C


corporation to invest its fund in any other
corporation or business or for any purpose
other than its primary purpose

A. 2/3 vote of the board of directors and


ratified by majority of the outstanding capital
stock

B. Majority vote of the board of directors and


ratified by majority of the outstanding capital
stock

C. Majority vote of the board of directors and


ratified by 2/3 of the outstanding capital
stock

D. Majority vote of the board of directors and


ratified by 2/3 of the stockholders

(1) The doctrine of corporate opportunity C


rests on the unfairness of an officer or
director of a corporation taking advantage of
an opportunity for his own personal benefit
adverse to the corporation

(2) The by-laws must be filed with the SEC for


the corporation to acquire juridical
bpersonality

A. Both statements are true

B. Both are false

C. First is true, second is false

D. First is false, second is true

(1) Stockholder's meeting must be in the city C


or municipality where the principal office is
located while members' meeting of non-
stock corporation may be outside thereof

(2) The secretary of the corporation mus


generally be a citizen and resident of the
Philippines

A. Both are true

B. Both are false

C. True, False

D. False, True

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Which of the following is not a requisite for a B


close corporation?

A. The number of stockholders shall not


exceed twenty

B. That no close corporation is a stockholder


thereof owning 2/3 of the voting stocks

C. There is a restriction in the transfer of


shares

D. There is no public offering of shares

A,B,C,D,E and F, Filipino citizens , X,Y,Z, D


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

Is the payment of X for his subscription valid?

A. Yes, provided the promissory note is


converted to cash on its maturity

B. Yes, as long as the other incorporators


shall accept his promissory note

C. No, because only actual cash paid to the


corporation can be valid payment

D. No, because shares of stock shall not be


issued in exchange of promissory note

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A,B,C,D,E and F, Filipino citizens , X,Y,Z, D


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

Can F be an incorporator of the corporation?

A. Yes, provided the other incorporators do


not object

B. No, because an incorporator must have


substantial share in the corporation

C. Yes, because as a Filipino, he has the right


to join the formation of a domestic
corporation

D. No, because he does not own atleast one


share of the capital stock of the corporation

A,B,C,D,E and F, Filipino citizens , X,Y,Z, B


Amrican citizens, and R&S Japanese citizens
agreed to form a domestic corporation with
an authorized capital stock of P1,000,000
divided into one hundred thousand shares
with a par value of P10 per share. B
subscribed for 2,000 shares and he paid
P12,000. X subscribed for 5,000 shares and he
issued a promissory note in the amount of
P30,000. F joined the group but he did not
subscribe for any number of shares.

Assuming that the corporation has been


organized, how many shares can B validly
vote in the election of the members of the
board of directors?

A. 1,200 shares because these have been


paid

B. 2,000 shares because that is his total


subscriptions

C. 800 shares because that is the balance of


his unpaid subscription

D. Any of the above


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3/18/22, 12:14 AM LAW-resa-corporation Flashcards | Quizlet

(1) It is illegal to issue watered stocks. D


However, stocks issued without any
consideration at all is justified if such issues
are bonus shares

(2) A director is removed from office by a


vote of the stockholders holding at least 2/3
of the outstanding capital stock.The vacancy
occasioned by such removal can be filled by
the vote of the majority of the remaining
directors if still constituting a quorum

A. Only (1) is correct

B. Both are correct

C. Only (2) is correct

D. Both are wrong

The voting proportion required to enable a C


corporation to invest its fund in any other
corporation or business or for any purpose
other than its primary purpose

A. 2/3 vote of the board of directors and


ratified by majority of the outstanding capital
stock

B. Majority vote of the board of directors and


ratified by majority of the outstanding capital
stock

C. Majority vote of the board of directors and


ratified by 2/3 of the outstanding capital
stock

D. Majority vote of the board of directors and


ratified by 2/3 of the stockholders

(1) The doctrine of corporate opportunity C


rests on the unfairness of an officer or
director of a corporation taking advantage of
an opportunity for his own personal benefit
adverse to the corporation

(2) The by-laws must be filed with the SEC for


the corporation to acquire juridical
bpersonality

A. Both statements are true

B. Both are false

C. First is true, second is false

D. First is false, second is true

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(1) Stockholder's meeting must be in the city C


or municipality where the principal office is
located while members' meeting of non-
stock corporation may be outside thereof

(2) The secretary of the corporation mus


generally be a citizen and resident of the
Philippines

A. Both are true

B. Both are false

C. True, False

D. False, True

Which of the following is not a requisite for a B


close corporation?

A. The number of stockholders shall not


exceed twenty

B. That no close corporation is a stockholder


thereof owning 2/3 of the voting stocks

C. There is a restriction in the transfer of


shares

D. There is no public offering of shares

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