Incorporation and organization of Private Corporation

1. Under this theory, the nationality of the corporation is that of the country whose law it
was formed
Incorporation test
2. Which of the following will qualify as an incorporator in a corporation?
Foreigner.
3. 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
Promoters
4. One of the following is a ground for the suspension or revocation of the certificate of
incorporation by the S.E.C.
If the corporation has commenced its business transaction and afterwards ceased
operations continuously for a period of at least 5 years;
5. Which of the following statement is not correct?
Payment of unpaid subscription may not be enforced by applying cash dividends to
delinquent stockholders;
6. Which of the following statement is not correct?
Payment of unpaid subscription may not be enforced by applying cash dividends to
delinquent stockholders;
7. Incorporators of a corporation:
All of the above
8. Private corporations have the following attributes, except:
Its may be formed, organized and existing under a special law or charter.
9. Jessa Jane Corp. has a total 1,000 delinquent shares at P10 par value, to be sold at
public auction sale. Total amount recoverable includes: total amount of the delinquent
shares P10, 000 and total expenses of the sale P5, 000. Who will be declared the
highest bidder among the following bidders in the public sale?
G, who is willing to pay the P15,000 at 900 shares;
10. Which of these conditions comply with the minimum requirements of law to corporate
formation?
(1) Authorized Capital
(2) Subscribed Capital
(3) Paid-up Capital
(1) 100,000; (2) 25,000; (3) 12,500
11. One who has agreed to take stock from the corporation on the original issue of such
stock is called
Subscribers
12. 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
5 years
13. Watered stock is share of stock issued by a corporation for a consideration less than its
par or issued value or for a consideration in any form other than cash, valued in excess
of its par value. In this regard?
 The agreement that it shall be paid for less than its par value is illegal and void and
cannot be enforced;
14. The following cannot be an incorporator of a corporation?
A corporation organized under the Philippine laws
15. Corporate dissolution may take place by voluntary inaction which will result in the
cessation of its corporate powers and the corporation shall be deemed dissolved. Such
voluntary inaction may result from?
Inaction of the corporation through its failure to formally organized and commence with
the transaction or its business or the construction of its work within two (2) years from
the date of its incorporation;
16. Each of the incorporator of a stock corporation must own or be a subscriber to at least
One share of the capital stock of the corporation
17. Amount equal to the aggregate par value or issued value of the outstanding capital stock
Legal Capital
18. The following are the qualifications of incorporators. Choose the exception:
Majority of whom must be Filipinos.
19. Shares without par value may not be issued for a consideration
Less than P5 per share
20. A private corporation organized under the corporation law commences to have corporate
existence and juridical personality and its deemed incorporated from:
From the date the SEC issues a certificate of incorporation under its official seal.
21. 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
Trust fund doctrine
22. The Corporation Code requires that;
At least a majority of the directors are residents of the Philippines;
23. Majority of the following must be residents of the Philippines, except:
Officers
24. If the authorized capital stock is P60,000, divided into 600 shares with par value of P100
per share and P40,000 has been subscribed, the minimum paid-up should be
P10,000
25. The articles of incorporation differ from the by-laws in that the articles of incorporation is:
A condition precedent in the acquisition by a corporation of a juridical personality
26. If the authorized capital stock is P60,000, divided into 600 shares with par value of P100
per share. If P15,000 has been subscribed, the minimum paid-up should be
P5,000
27. Unless sooner dissolved or extended, the life of a corporation may be for a period not
exceeding
Fifty years
28. The following defect will preclude the creation of even a de facto corporation?
Lack of certificate of incorporation from the SEC;
29. Which of the following conditions will allow corporate formation and S.E.C. registration?
(1) Authorized Capital
 (2) Subscribed Capital
(3) Paid-up Capital

(1) P60,000.00; (2) P15,000.00; (3) P6,000.00

30. 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
Promotion stock
31. The following are ways of enforcing payment of unpaid subscription, which is the
exception?
Sale at public auction of delinquent stocks;
32. The authorized capital stock of a proposed 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 is?
P50,000 or 500 shares
33. Based on the provisions of the Corporation Code of the Philippines, the following will
qualify to corporate formation and registration with the Securities and Exchange
Commission.
(1) Authorized Capital
(2) Subscribed Capital
(3) Paid in Capital

(1) P200,000; (2) P100,000; (3) P50,000

34. 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
2 years
35.