1. What is a Contract of partnership? What are the essential elements of a Partnership?

What are the essential

Features of a Partnership?
ANSWER:
it is a contract of 2 or more person bind themselves to contribute money, property, or industry to a common
fund with the intention of dividing profits among themselves.
Essential features of partnership are;
A. must have valid contract.
B. parties have legal capacity to enter in a contract.
C. must have mutual contributions of money, property, or industry to a common fund.
D. obect must be lawful.
E. organize for profits and dividing among parties.
Essential elements of partnership
1. there must be an agreement.
2. agreement must be to share profits of a business.
3. business mustbe carried on by all/any of them, acring for all.

2. What is the doctrine of equality of shares?

ANSWER:
- all shares Issued of the company shall be treated equally as to rights and liabilities, if not otherwise
stipulated in law or provided in the articles of association.

3. What are the instances in which nonvoting shares are entitled to vote?
ANSWER:
- They have right to vote when there are amendment or any decisions that may affect their class of share in the
company. For example, merger and consolidation, increase or decrease in capital stock.

4. What is the difference between par value and no par value shares? Which financial entities are not allowed to
issue No par value shares? How are voting rights done in par and no par value shares?

5. What is the difference between Redeemable Preference Shares from Treasury Shares?

6. What is the minimum number of persons in order to incorporate a stock corporation? Is this the same with non-
stock corporations?

ANSWER:
- Minimum of 5 person but not more than 15 person. It is the same in non stock corporation.

7. Define Corporate Term. What is the general rule with regards to a corporation’s corporate term.
ANSWER:
- It is the period of existence of a company. Under revise corporation code, GENERAL RULE: a corporation shall
have perpetual existence. Unless otherwise provided by aoi.

8. What is the purpose of a corporation’s Articles of Incorporation? Is such document required for incorporation?
ANSWER:
- It is important in incorporation of a company. it serves as a legal proof of corporation where it states

9. Can you amend a corporation’s articles of incorporation? Explain the process. What are the grounds which a
Corporation’s Articles of incorporation be Rejected by the SEC.
10. To when does a corporation gain juridical personality? How would you differentiate De Jure Corporations
from De facto Corporations?

11. What is a corporation by estoppel? What are the libilities of a corporation by estoppel?

12. Explain the concept of the Doctrine of Piercing the corporate veil. What are the instances in which the
doctrine may be applied?

13. What are the different ways of corporate liquidation? Define and explain each.

14. What are the requirements in order to be recognized as a foreign corporation?

15. What are the five requirements in order to apply for a license to operate here in the Philippines?

16. Upon issuance of a license to operate, what are the additional requirements imposed on foreign
corporations?

17. What is the concept of jurisdiction? Define and explain the purpose of a resident agent.
18. In cases where a foreign corporation took part in a merger and consolidation, explain its
ways of informing the Philippines.

19. What are the abilities given to a corporation since it has a personality distinct from
its shareholders?

20. What is a corporation’s Right of Succession?

21. What is the difference between Capital and Capital Stock? What is Legal Capital?

22. What is the difference between Par Value, Book Value and Market Value?

23. A corporation has corporate powers. How does a corporation exercise these corporate powers?

24. What is a minimum requirement for a shareholder to become a director? If successfully

elected, what is the term of a director? How about a trustee?

25. Define Independent Directors. When are independent directors required?

26. Give and differentiate how a stockholder may vote during a valid election. What are the
different ways?

27. Explain the Alter Ego Doctrine. How does this Doctrine apply in the Concept of Piercing the
veil of corporate fiction?

28. One of the essential features of a partnership is it must constitute a valid contract. In order
for there to be a valid contract, what essential requisite should the contracting parties have?

29. Who are the persons that are qualified to be a partner? Are there any exceptions to the rule?

30. Define the concept of juridical personality and differentiate it with a personality of a natural
person.

31. Can an oral partnership be valid? To when does an oral contract of partnership be
deemed perfected?

32. Particular partnerships are often inter related to joint ventures. What is the difference between
a joint venture and a particular partnership?

33. Every partner is considered a debtor to the partnership in cases of eviction. What is eviction?

34. What will happen when a partner fails to contribute a sum of money he has promised
to contribute? Will he be liable for interest?
35. Differentiate Industrial, Capitalist and Limited partners on how they can engage similar and
different types of businesses aside from the partnership.

36. What is the principle of Equality of contribution? What is the Principle of Res Perit Domino?

37. What will be the consequence of a capitalist partner who fails to contribute during an imminent
loss?

38. When a partner authorized to collect a demandable sum collects to a person owing both the
partner and the partnership a specific debt, how will such payment be applied to the debts
of the partner and the partnership?

39. Define and describe how a partnership distributes their profits and losses using the general rules
provided in the civil code. Can a partnership intrust such distribution to third persons? Are there
any exceptions?

40. What is Pactum Leonina? Can such agreement be ratified by consent of all partners?

41. What is the difference between a partner appointed as a managing partner in the articles of
partnership to a partner appointed as a managing partner after the creation of the partnership.
How can they be removed?

42. What is the difference between controlling interest from the Majority vote of all partners?
What are the instances on when they are needed?

43. What is the general rule in order to determine which partners are managing partners?

44. What are the property rights of a partner? Among these rights, which are assignable to
third persons?

45. What is the difference between a subpartner and an assignee?

46. What is a charging order? To when does a charging order given?

47. Can a partner put an agreement in which he will not be liable for losses? How about
a stipulation in which he will not assume any liability?

48. Define Dissolution. Does the juridical personality of a partnership terminate upon lawful
dissolution?

49. What are the different types of voluntary dissolution without violation of the agreements
between partners? Enumerate and explain each.
50. What are the different types of involuntary dissolution? Enumerate each.

51. What are the instances in which a partner may file for involuntary dissolution? Enumerate each.

52. Dissolution terminates authority of partners to act for the partnership. What are the
exceptions to this rule?

53. If a dissolution is caused by the act, death, or insolvency of a partner, can a partner still bind
the partnership if it enters into contracts?

54. Can a limited partner, despite its status as limited, be liable as a general partner?

55. What is a corporation? Differentiate a corporation from a partnership?

56. Differentiate a corporation from a partnership on how they acquire juridical personality.

57. What is the difference between a Stock Corporation from a Non-Stock corporation?

58. Define and differentiate Corporators, Incorporators, Stockholders and Members.

59. In a corporation, can you classify shares according to rights, privileges and restrictions? How can
such classification be valid?

60. What is the purpose of a nominee? Does a nominee permanently take control of
a corporation?

61. Explain the process of dissolution of a corporation where no creditors are affected.

62. Explain the process of dissolution of a corporation where creditors are affected.

63. Explain the process of dissolution of a corporation where a corporation decreases its
corporate term.

64. What are the different types of involuntary dissolution?

65. What are some of the corporate officers of a corporation? Are there instances in which a single
person can become more than one officer?

66. What the grounds of disqualification of a Director? Explain and enumerate, if any.

67. How can a director be removed? What is the voting requirement?

68. How can a corporation fill up vacancies in the office of director? Explain and differentiate them.
69. What is the purpose of an emergency board? Is this board considered permanent?

70. What are duties of a Director? What are the liabilities for their breach? O-L-D

71. What is the Special Fact Doctrine?

72. What are self dealing directors? Are contracts entered between them generally valid? How
can they be valid if not?

73. Are contracts between interlocking directors valid? What are the required voting rights?

74. What is the purpose of the executive committee?

75. How can a corporation exercise its right to shorten/ decrease its corporate term?

76. How can a corporation exercise its right to increase/decrease its authorized capital stock?
For what reason does a corporation choose to increase/decrease its acs?

77. Define and explain the right of Pre – Emption. Give an example as to its application. What is
the voting right to deny such right?

78. How can a corporation exercise its right to in sell assets? What are the different voting
requirements?

79. Can a corporation acquire its own shares? Can you issue shares re acquired for a value less
that its par value?

80. What is a subscription contract? What are the different ways of consideration for stocks?

81. When can a stock certificate be validly issued? What are watered stocks?

82. Define and explain the process of a delinquency sale.

83. Define and differentiate Merger from Consolidation. Explain the process of how both are
executed.

84. What are the effects of merger and consolidation? When does a corporation declared to
be successfully merged/consolidated?

85. What is the right of appraisal? What is the purpose of such right?
86. Define and explain a non stock corporation. Can a member transfer his membership in a non
stock corporation?

87. In case of a dissolution of a non stock corporation, how will its assets be distributed?

88. What is a close corporation? What are the requirements in order for a corporation
be considered a close corporation?

89. What is the difference between a close and non stock corporation generally as to transferability
of shares?

90. In closed corporations, explain the process of how a deadlock is resolved.

91. Define and explain the various types of special corporations given in Title 13.

92. What are the requirements in order to become a one person corporation?

93. Give the kinds of partners according to what they contribute in the partnership. Differentiate
one from each other.

94. What is Legal Capacity? Is legal capacity necessary in a contract of partnership?

95. Define and explain the principle of Delectus personae.

96. What are the rules in determining to whether a partnership exists? List and explain each one.

97. One of the key essential features of a partnership is that it must be formed for a lawful
purpose. What will be the consequences if a partnership is duly formed with an unlawful
purpose?

98. What are the different ways a corporation can issue dividends? Is such issuance mandatory?
What are the voting rights? What is the exception to the rule?

99. What is the purpose of a management contract? What is the voting requirement?

100. What is the difference between intra vires acts and ultra vires acts?

101. Define and differentiate bylaws from articles of incorporation. What is the voting right
required to adopt and amend bylaws?

102. What are the different kinds of meetings? Describe and explain each.

103. What is the purpose of a quorum in meetings?

104. Differentiate Treasury, Redeemable, unpaid and delinquent shares as to voting rights.
105. What is a voting trust agreement? Explain the procedure of a voting trust agreement.

106. Does a contract of partnership require a specific form? Why? Why not? If there
are exceptions, list any.

107. One of the basic concepts of a contract of partnership is that it can be entered orally.
There are however exceptions that require a partnership to have a specific form in order to
be valid. List all of them.

108. What are the 2 kinds of partners as to liability? Differentiate them as to liability, as
to right in management, as to contribution, and as to prohibition to engage in other
businesses.

109. What is the difference between a universal property of all profits from a universal
partnership of all present property?

110. What are the kinds of partnership according to duration? What are the kinds
of partnerships as to legality of existence?