Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

RFBT ARALIN MO TO! CPA KA NA SA MAY 2024 > CORP CODE > Flashcards

CORP CODE Flashcards

1
Q

Vote to create ExCom

A

Majority of all its members

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

What is the Corp Code History?

A

Act of American Regime-Commonwealth Act-Republic Act-PD/BP/Letter of Instruction-R.A

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

RA No. of RCCP

A

RA No. 11232

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

When RA 11232 was signed into law?

A

Feb 23, 2019

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

When was Act 1459 enacted?

A

April 01, 1906

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

BP 68 was enacted when?

A

May 1, 1980

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

The title of the Code is

A

Revised Corporation Code of the Philippines

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

A corporation is an _______ _____ created by ______ of _____ having the _____ of _____ and the ____, attributes, and _____ expressly authorized by law or incidental to its existence.

A

artificial; being; operation; law; right; succession; powers; properties.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

What are the two kinds of Juridical Persons?

A

Private JP- Partnership, Corporations
Public JP- Provinces, Cities, Municipalities, Barangay

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Who decides in Corporation?

A

BOD

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Those which have capital stock divided into shares and are authorized to distribute to the holders of such shares, dividends, or allotments of the surplus profits on the basis of the shares held.

A

Stock Corp

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

All other corp other than stock.

A

Non stock

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

Corp having the right of succession means

A

Continues to exist

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

This doctrine states that SHs are liable only up to the extent of their unpaid subscription

A

Trust Fund Doctrine

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

This is the general rule and which states that corporation is separate and distinct

A

Doctrine of Corporate Fiction

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

This doctrine is the exception to the general rule that corp is separate and distinct

A

Doctrine of Piercing/Disregarding/ Removing the Veil of Corporate Fiction

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

True or False?

Once an incorporator, always an incoporator?

A

True

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

It is a doctrine where corp can exercise up to extent of its limited capacity, divided into three;

A

EXPRESS
IMPLIED
INHERENT

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Four tests to determine the nationality of a corporation

A

Incorporation Test- place of incorporation
Control Test- Majority of SHs, citizenship
Business Domicile or Center of Migrant Rule- operate
Grandfather Rule- Look at the SHs of the corporarion of investing stockholder

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

It is the total number of shares of corporation

A

Capital Stock

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

It is when the capital stock was approved by SEC

A

Authorized CS

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q

The corporation is not entitled to constitutionsk rights against self-incrimination

A

True

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

Private Corporations are created under the authority of the State through Corp Code
Certain Corp are created by special laws by Congress

A

both are true

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

It is a theory which refers that a corporation owes its existnce to the law and the state and the extent of its existnce, powers and liberties fixed by charter.

A

Concession Theory

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
25
Q

Commencement of Corporate Existence

A

At time of the issuance of COI or Registration Except (3)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
26
Q

3 Exceptions where commencement of corpo existence doesnt start upon issuance of COI

A

Corporations by Estoppel
Created by Special Law
Sole Corporation- reckoned from the filing of verified articles

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
27
Q

Done within corporate powers

A

Intra Vires Act

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
28
Q

Done beyond the corporate powers

A

Ultra vires act

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
29
Q

Powers that are expressly authorized by Corp Code and other laws, and AOI

A

Express Powers

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
30
Q

Those powers that are necessary or inferred for exercise of express powers.

A

Implied

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
31
Q

Those powers incidental or inherent to the existence of a corporation

A

Incidental

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
32
Q

😢EXPRESS POWERS OF CORP CODE (😢 ES P E2 R IS AD S P A3)

A

🙍‍♀️exercise such other powers as may be ESsential or necessary to carry out its purpose
🙍‍♀️Purchase, receive, take or gant, hold, convey, sell, lease, pledge, mortgage
🙍‍♀️Establish pension, retirement and othe plans for benefit of its D, T, O, and employees.
🙍‍♀️Enter into a partnership, JV, merger or conso
🙍‍♀️make Reasonable donations, no foreign corp shall give donations in aid of any political party
😣stock corpo, to ISsue or sell stocks to subscribers and to sell treasury stocks
😣Admit members to the corp if non stock corp.
🦶🏻Sue and be sued to its corpo name
🦶🏻Perpetual Existence unless COI provides otherwise
🦶🏻Amend its AOI
🦶🏻Adopt By laws
🦶🏻Adopt and use a corporate seal

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
33
Q

Implied Powers differ dependibg on the nature of such business enterprise

A

True

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
34
Q

Incidental Powers- attached to a corporation at the moment of its creation without regard to its exoressed powers or particular primary purpose. ( SU SU CO GOV A H!) 🤝

A

right of Succession
right to Sue and be sued
right to have COrporate name
right to make bylaws for its Governance
right to Acquire and
Hold properties for the purpose authorized by charter

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
35
Q

What is the status of ultra vires acts by the corp which are illegal per se?

A

Null and void

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
36
Q

What is the status of ultra vires acts by the corp for failure to comply with voting formality required by law?

A

Null and Void but declaration of nullity may be barred by estoppel

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
37
Q

What is the status of ultra vires acts by the corp for being outside the primary and secondary purposes of the corporation?

A

Voidable on the part of the other party

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
38
Q

Status of UVA or Contracts by the Corporate Officers on Behalf of the Corporation which are illegal per se?

A

Null and Void

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
39
Q

Status of UVA or Contracts by the Corporate Officers on Behalf of the Corporation which are unathorized or when the corporate officers exceed their authority?

A

Unenforceable but may become enforceable on the basis of (3)
1. Express or Implied Ratification by the. orporation
2. Doctrine of Estoppel
3. Doctrine of Apparent Authority of the Corporate Officers

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
40
Q

Identify the advantages of forming a corporation.

I. More taxes particulary indirect double taxation
II. Being subject to greater degree of governmental regulation
III. Weakened credit rating because of limited liability feature
IV. Little Voice of SHs in Mgt
V. High Cost of Formation
VI. Ease in Raising Funds
VII. Ease in transferability of shares of stocks in case of stock corp
VIII. Centralized Management
IX. Legal Capacity to act as a distinct unit
X. Strong Juridical Personality
XI. Limited Liability on the Part of Investors
XII. Continuity of Existence

A

VI-XII

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
41
Q

Corporations which have cap stock divided into shares and are authorized to distribute to the holdres of such shares dividends or allotments of the surplus profits on the basis of the shares held?

A

Stock Corporations

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
42
Q

Corporations that are not authorized to distribute surplus profits

A

Non Stock Corpo

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
43
Q

Corpo organized under or created by virtue of the Philippine Laws, either by legislative act or under the provisions of the General Corporation Law

A

Domestic Corporations

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
44
Q

Corpo organized or formed or existing under any laws other than those of the Philippines

A

Foreign Corpo

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
45
Q

Corpo whose shares of stock are held by number of persoms not exceeding 20. Usually created by closely related individuals such as family. This corp cannot list in LSE and certain restictions are placed in the transfer of shares

A

Close Corp

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
46
Q

Corpo that can accept outsiders as SHs and authorized to list in stock exchange and the transfer of shares are not required to have restrictions. If then listed, it will be known as?

A

Open Corpo; Publicly Listed Corpo

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
47
Q

Formed for some private purpose, benefit, aim or end, created under the provisions of a general enabling law

A

Private Corp

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
48
Q

Those created by special law for a public purpose

A

Public Corp

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
49
Q

It is a public corporation created by special law for the governance of a particular local territory

A

Municipal Corporation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
50
Q

Public corporation created by special law for public purpose but performing proprietary or commercial functions

A

GOCC

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
51
Q

Corporations formed for religious or spiritual purposes which may be classified as a religious society or a corporation sole

A

Religious or Ecclesiastical Corp

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
52
Q

Corporation which of only of one individual formed for the purpose of administering and managing, as trustee, the affairs, property, and temporalities of any religious denomination, sect or church.

A

Corporation Sole

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
53
Q

Corporation that may be formed by chief archbishop,bishop, priest, minister, rabbi, or other presiding elder of such religious denomination, sect or church

A

Corporation Sole

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
54
Q

Corpo which is composed of more than one individual and may be formed by any religious society, order, diocese, synod, or district organization of any religious denomination, sect or upon written consent/affirmative vote of atleast 2/3 of its membership for the administration or management of its affairs, properties, and estate by filing with SEC, its AOI verified by affidavit of presiding elder, secretary or clerk/any member of such religious society?

A

Religious Societies

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
55
Q

This corporation can be composed upon written consent/ affirmative vote of ______ ______ of its membership for the administration or management of its affairs, properties, and estate by filing with SEC. Its AOI is verified by _____ of presiding____, secretary or clerk/ any member of such religious society

A

Religious Societies; atleast 2/3; affidavit; elder

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
56
Q

Corpo organized other than purpose of religion. Further classified as Eleemosynary or Civil

A

Lay Corporations

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
57
Q

It is classified under Lay corporation which is formed or created for charitable purposes

A

Eleemosynary

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
58
Q

Classified under Lay corporations which is formed or created for the benefit of the persons composing it and not for charitable purposes

A

CIVIL

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
59
Q

This is allowed in a De Facto Corpo via quo warranto by Solicitor General

A

Direct Attack

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
60
Q

It means that the main subject of the case is other than attacking the personality or questioning

A

Collateral Attack

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
61
Q

Corporation that controls another corporation

A

Holding or Parent Corporation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
62
Q

Corporation being controlled by another corporation

A

Subsidiary Corporation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
63
Q

A corporation which is member of a group of companies

A

Affiliate

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
64
Q

Corporation being significantly influenced by an investor

A

Associate

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
65
Q

Those who compose a corporation, whether as Stockholder or SHs in a stock corp. or as members in a non stock corp.

A

Corporators

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
66
Q

Those STHs or members mentioned in AOI as originally forming and composing the corp and whose signatories thereof.

A

Incorporators

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
67
Q

This can be real or personal property, belongs to corporation, fluctuates

A

Capital

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
68
Q

The amount of this stock is fixed and when issued the owner is the SHs, only personal property.

A

Capital Stock

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
69
Q

Doctrine of Equity of Shares

A

Each share shall ne equal in all respects to every other share, except as otherwise provided in the AOI and in the certificate of stock.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
70
Q

This is a method by which the percentage of Filipino Equity in corporations engaged in nationalized and/for under the Constitution and other nationalization is accurately computed

A

Grandfather Rule

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
71
Q

It has all the powers of a de jure corp but its due existence can be attacked directly in a auo warranto

A

De facto

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
72
Q

One which has exercised corporate powers for such a length of time without interference by the State and which by fiction of law

A

Corporation by prescription

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
73
Q

one which is in reality not a corporation but considered as one with respect to those who are precluded by their admission or conduct from denying its existence.

A

Corp by estoppel

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
74
Q

Part of cap stock which is subscribed whether paid or unpaid

A

Subscribed capital stock

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
75
Q

part of subscribed cap stock paid to the corporation

A

Paid Up Capital Stock

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
76
Q

part of cap stock which is not issued or subscribed

A

Unissued CS

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
77
Q

Refers to total par value of all issued par value shares

A

Legal Capital

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
78
Q

Refers to capital with which a corporation whose shares are without par value

A

Stated Capital

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
79
Q

Refers to actual property of corporation

A

Capital

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
80
Q

refers to the performance of conditions, acts, deeds and writings by incorporators and the official acts, certification or records. Filing of articles of incorporation and applications for amendments thereto with SEC in the form of electronic documents is now allowed subject to rules and regulations to be issued by SEC

A

Formation of Private Stock Corp or Incorpo

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
81
Q

This is undertaken by promoters or organizers who look for investors and bring them together to form the corp. The corp has not validly existed yet and a promoter/organizer who enters into contracts on behalf of proposed corporation.

A

Promotional Stage

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
82
Q

Right to Vote of Redeemable Preferred Shares ( IN3 A2 MER SA D)

A

Increase or decrease of CS
Incurring, creating or jncreasing ACS
Investment of corporate funds in another corporation or business
Amendment of AOI
Adoption and amendment of bylaws
Merger or Consolidation
Sale, lease, exchange, pledge, mortgage or other disposition substantially all of the corporate property,
Dissolution of the corporation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
83
Q

A name of corp that consists solely of special symbols, punctuation marks or specially designed characters shall not be registered.

A

TRUE

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
84
Q

The full name or surname of a person may be used in a corporate or partnership name if he or she is a STH, member or partner and has consented to such use, if the partner is already deceased, the consent shall be given by his or her estate.

A

True

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
85
Q

Steps in Incorporation
1. Name verifications
2. Drafting of AOI
3. Filing of Articles of Incorp
4. Payment of filing, publication, and other fees.
5. Issuance of COI by SEC.

A

ALL ARE TRUE

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
86
Q

It is the operative act that will grant juridical personality to the corporation..

A

Issuance of COI

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
87
Q

Also known as corporate franchise. This is the right and privilege also granted by the State to exist as a corporation.

A

Primary Franchise

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
88
Q

Refers to different rights, privileges and powers which are obtained by the corp, which are nit a prerequisite to corporate existence such as the right to occupy and use public places for the operation of system off water, gas works, etc.

A

Corporate Franchise

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
89
Q

Basic Governing Document of a Corporation

A

Articles of Incorporation

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
90
Q

CONTENTS OF AOI. (S AM PL TE NA DE ACT NO. NA )

A

(b) The specific purpose or purposes for which the corporation is being formed. Where a corporation has more than one stated purpose, the articles of incorporation shall indicate the primary purpose and the secondary purpose or purposes: Provided, That a nonstock corporation may not include a purpose which would change or contradict its nature as such;

stock corporation, the amount of its authorized capital stock, number of shares into which it is divided, the par value of each, names, nationalities, and residence addresses of the original subscribers, amount subscribed and paid by each on the subscription, and a statement that some or all of the shares are without par value, if applicable;

place where the principal office of the corporation is to be located, which must be within the Philippines;

term for which the corporation is to exist, if the corporation has not elected perpetual

names, nationalities, and residence addresses of the incorporators;

other matters consistent with law and which the incorporators may deem necessary and convenient.

names, nationalities, and residence addresses of persons who shall act as directors or trustees until the first regular directors or trustees are duly elected and qualified in accordance with this Code;

number of directors, which shall not be more than fifteen (15) or the number of trustees which may be more than fifteen (15);

The name of the corporation;

91
Q

If the corporation opt to have definite term, any extension thereof can be made no ______ than ___ years prior to expiry date, unless there is a justifiable reason to allow earlier eextension.

A

earlier; 3

92
Q

After expiration of the corporate term, a corporation may file for revival. Upon approval by the Commission, the corporation shall be deemed ________ and certificate of _________ of corporate existence shall be issued, giving it perpetual existence, unless its application for revival provides otherwise

A

revived; revival

93
Q

Number of Incorporators

A

Not more than 15

94
Q

Qualifications for Incorporators

A

Must be a natural persons now can also include a partnership, association or corporation
Of Legal Age
Must own or subscribe to atleast 1 share
ALREADY REMOVED- /majority must be residents of the Phil/

Now, the requirement is that of residency not citizenship.

95
Q

What is the Filipino ownership requirement for Mass Media?

A

100%

96
Q

What is the Filipino ownership requirement for Advertising?

A

70%

97
Q

What is the Filipino ownership requirement for Educational Institution?

A

60%

98
Q

What is the Filipino ownership requirement for exploration, evaluation, and development of natural resources?

A

60%

99
Q

What is the Filipino ownership requirement for ownership of land?

A

60% of STHs of Corp must be Filipinos

100
Q

This composed the governing board in stock corporations which should not exceed 15

A

Directors

101
Q

This pertains to non-stock which may exceed 15

A

Trustees

102
Q

Corpo vested with public interest that should have Independent Directors constituting atleast 20% of such board

A
  1. Corps covered by SRC
  2. BA QU PRE IN TRU CO PA IN NO
  3. Other corp vested in public corp vested with public interest
103
Q

A person who apart from shareholdings and fees received by corporation is independent of management

A

Independent Director

104
Q

It is also a maximum amount fixed in the articles to be subscribed and paid in

A

Authorized Capital

105
Q

Consideration for stocks (8)

A
  1. Actual Cash Paid to the Corp
  2. Property, tangible or intangible, actually received by corpo
  3. Labor performed for or services actually rendered
  4. Previously incurred indebtedness
  5. Amounts transferred from unrestricted retained earnings
  6. Outstanding shares exchanged in event of reclassification
  7. Shares of stock in another corpo
  8. Other generally accepted form of consideration
106
Q

T/F
Stocks cannot be issued for a consideration less than the par or issue price thereof

A

TRUE

107
Q

Promissory notes or future services cannot be considered valid for consideration for stocks

A

True

108
Q

If there are any restrictions and/or preferences on the shares of stock, in order to be binding. it should be indicated: if be a Ordinary Stock Corp, it must be indicated in

A

AOI and Stock Certificate

109
Q

If there are any restrictions and/or preferences on the shares of stock, in order to be binding. it should be indicated: if be a Ordinary Stock Corp, it must be indicated in

A

AOI, Stock Certificate, By Laws

110
Q

If there are any restrictions and/or preferences on the shares of stock, in order to be binding. it should be indicated: if be a Close Corp, it must be indicated in

A

AOI, Stock Certificate, By Laws

111
Q

What are the other matters to be indicated on the AOI?

A
  1. Name of treasurer
  2. No Transfer Clause; in case a corp is required to maintain a required minimum Filipino ownership
  3. Execution Clause; contain names and signatures of incorpo
  4. Notarial Acknowledgement
112
Q

What are the other matters to be indicated on the AOI?

A
  1. Name of treasurer
  2. No Transfer Clause; in case a corp is required to maintain a required minimum Filipino ownership
  3. Execution Clause; contain names and signatures of incorpo
  4. Notarial Acknowledgement
113
Q

Grounds when AOI may be Disapproved (CA PE PA NOT)

A
  1. certification concerning the amount of /Ca/pital Stock subscribed is false.
  2. Required /pe/rcentage of Filipino ownership
  3. purpose/s are PAtently unconstitutional, illegal, immoral or contrary
  4. AOI is /Not/ substantially in accordance with form.
114
Q

NO AOI or Amendment to Articles of incorpo shall be approved by Commission unless accompanied by a favorable recommendation by govt agency. (BA BA QU PRE IN TRU CO PA IN NO)

A

banks
banking
quasi banking
pre need
insurance
trust companies
pawnshop
financial Intermediaries
Non stock savings loan assoc inc.

115
Q

When a Name is not distinguishable, commission remedies follows:

A

Cease and Desist
Removal
Contempt
Administratively, criminally or civilly liable
Revoked Registration

116
Q

If a corp does not formally organized and commence its business within _ years from the date of incorporation, its COI shall be deemed revoked as of the end of the _ year period.

A

5;5

117
Q

If commenced its business but subsequently becomes inoperative of atleast _____ consecutive years. After due notice may become deliquent status

A

5

118
Q

RA no. of The Securities Regulation Code

A

RA no. 8799

119
Q

Registered in SRC are those registered with the Commission, having an assets of atleast ________ million and having _______ or more holders of shares, each holding atleast ______ shares of a class of equity.

A

50; 200;100

120
Q

Corp that should have ID constituting atleast 20% [BA QU PRE IN TRU CO PA IN NO]

A

DAPAT ALAM MO NA TO CHIARA BY NOW!

121
Q

T/F.
Each STH have the right to nominate any director or trustee who possesses all qualification and non qualification

A

True

122
Q

T/F
When authorized by laws or by majority of BOD, STH or members may also vote through remote communication or in absentia

A

TRUE

123
Q

T/F
1. President who must be a director
2. Treasurer who must be a resident
3. Secretary-Citizen and resident of Phil

A

ALL ARE TRUE

124
Q

If a corporation is vested with public interest, it should elect a ____ ____?

A

compliance officer

125
Q

No one shall act as
I. president and secretary
II. president and treasurer
III. secretary and treasurer

A

1 and 2 only

126
Q

Being President and Treasurer in one person is allowed in OPC

A

True

127
Q

Being a president and secretary in one person is allowed in OPC

A

FALSE

128
Q

It means that decision of BOD on matters of management cannot be changed by court unless such management is ultra vires or destructive

A

Business Judgment Rule or Doctrine of Management Prerogative

129
Q

STHs vote is determined by the number of shares he owns. Example Keil has 1000 shares he gets 1000 votes

A

Straight Voting

130
Q

It includes the preparation and filing of the AOI and relevant supporting documents with the SEC and the issuance of the COI

A

Process of Incorporation

131
Q

DEFEAT PUBLIC CONVENIENCE, JUSTIFY WRONG, PROTECT FRAUD, DEFEND CRIME CONFINED IN THE DOCTRINE of?

A

PIERCING THE VEIL OF CORPORATE ENTITY

132
Q

DOMESTIC CORP CAN NOW DONATE IN ANY POLITICAL PARTY OR CANDIDATE

A

TRUE

133
Q

CORP CANNOT ACT AS ACCOMMODATION PARTY

A

TRUE

134
Q

Limited Liability Principle is applicable only when there is insolvency

A

TRUE

135
Q

PRINCIPAL OFFICE MUST BE INDICATED IN AOI

A

TRUE

136
Q

AFTER THE EXPIRATION OF CORP TERM, REVIVAL MAY BE FILED

A

TRUE

137
Q

Corporators can be of not legal age

A

TRUE

138
Q

DIRECTORS SHOULD NOT EXCEED 15

A

TRUE

139
Q

ISSUED + subscribed -treasury shares

A

OCS

140
Q

There is no minimum paid up capital now

A

TRUE

141
Q

It is the supreme authority in matter of management

A

Bod

142
Q

cumulative voting is not allowed in non stock unless allowed by AOI or By laws.

A

TRUE

143
Q

gives the STH to vote as many votes as the number of directors to be elected multiplied by number of shares.

A

CUMULATIVE

144
Q

If STH will give all the shares in one person, in cumulative voting. it is called

A

CUMULATIVE VOTING FOR ONE CANDIDATE

145
Q

If he or she will distribute them among the candidates it is called

A

cumulative voting by distribution

146
Q

Motu Proprio

A

no need to wait for complain, SEC is now empowered

147
Q

NO CASE SHALL THE TOTAL YEARLY COMPENSATION THE DIRECTORS WILL RECEIVED EXCEED 10% of NI before tax. except if

A

they are performing other than of a director

148
Q

ACQUIRING ADVERSE INTEREST ON A MATTER REPOSED IN HIM IN CONFIDENCE

A

A director is liable to account for profits if he attempts to acquire or acquires any interest adverse to the corporation in respect to any matter reposed in him

149
Q

Self dealing director entered into contract status is?

A

voidable

150
Q

INTERLOCKING DIRECTOR ENTERED INTO CONTRACT STATUS IS

A

VALID

151
Q

INTERLOCKING DIRECTOR STATUS ENTERED INTO CONTRACT VOIDABLE IF

A

there is fraud
nominal 20%
substantial 20% up

152
Q

If only stockholder right is injured the remedy to file against erring director or officers is called

A

Individual or Personal Action

153
Q

If more than or member of class is injured, the suit to file it is called

A

Representative or Class Suit

154
Q

If an action is based on injury to the corp or against the director or officers is called

A

Derivative Suit

155
Q

The by laws of a corpo may create an ex com composed of

A

not less than 3 members of board

156
Q

EXCOM HAVE NO POWER TO (5) (AM2 DI FA)

A

Amend or repeal the bylaws or adopt new by laws
Amend or repeal any resolution of the board which by its express terms is not so amendable or repealable
Distribute cash dividends to the SHs
Fill up vacancies in the board
Approve any action for which stockholders approval is required

157
Q

A Corporate officer or agent may represent and bind the corporation with third persons which includes

A

Intentionally conferred
Incidental; Implied
Custom and Usage
Apparent Powers

158
Q

Personal liability may validly attach when

A
  1. He assents a) patently unlawful act of corporation, bad faith or gross negligence, conflict of interest.
  2. Consents to the issuance of watered stocks or who, having knowledge thereof.
  3. He agrees to hold himself personally and solidarily liable
  4. Via specific provision of law
159
Q

BOD OF RESOLUTION

A

GR: majority of those present
election majority of quorum

160
Q

The law requires that preferred stocks should have preferred par value

A

TRUE

161
Q

Allowed to participate in excess dividends

A

Participating Preferred Share

162
Q

T/F
NO PAR VALUE SHOULD NOT BE ISSUED LESS THAN 5

A

TRUE

163
Q

Happened when the shares are issued at less than its par value or issue price

A

WATERED STOCKS

164
Q

Who is liable for the difference for par value watered stocks?
It could be the director and the subscribers stockholder
IF DIRECTOR DOESNT ASSENT FOR WATERED STOCK, HE/SHE is not liable unless with WRITTEN DISSENT

A

True

165
Q

Who is liable for watering of stocks with no par value shares?

A

It is the director only not the subscribers stockholder, be it no par, once issued it is deemed fully paid and non assessable

166
Q

Pre incorporation Subscription are deemed irrevocable if

A

For a period of atleast 6 months from date of subscription
After submission of the AOI to the SEC

167
Q

What is the effect of deliquency of shares of stocks?

A

STH thereof immediately loses the right to vote and to be voted upon or represented in any STH meeting

168
Q

T or F? There is a watered stock even in no par value shares but the difference is as to regards to its par value shares only

A

True

169
Q

When does the BOD can be compelled to declared dividends?

A

If the retained earnings are in excess of 100% of the paid up capital.

170
Q

It is the shareholders right to subscriber to all issues or disposition of shares of any class in proportion to his present holdings.

A

PRE EMPTIVE RIGHT

171
Q

Method of paying a shareholder for taking of his property. It is a statutory means whereby a stockholder can avoid the conversion of this property into another property not of his own choosing.

A

Appraisal Right

172
Q

Who keeps the book in corp?

A

Corp secretary

173
Q

This kind of duty entails that BOD must follow the Corp Code and all implementing rules and regulations issued by SEC

A

Duty of Obedience

174
Q

This kind of duty entails that the BOD must observe ordinary diligence or diligence of good father of a family in making business judgment fir the corporation

A

Duty of Diligence

175
Q

These are services that is offered by an external auditor to a corporation that are not directly related and relevant to it’s statutory audit functions.

A

Non audit work

176
Q

Three Board Committees Under RCC?

A

Audit Committee
Nomination Committee
Remuneration Committee

177
Q

Corpo Officers have the authority to act on behalf of corpo on the following matters

A

intentionally conferred
incidental
implied
custom and usage
apparent powers

178
Q

T OR F?
CORP OFFICER is nit civilly liable or criminally liable for acts done

A

TRUE

179
Q

Personal liability of D/T/O when

A

He
assents
consents
agrees
made

180
Q

Appear before the Commission when summoned in relation to this code is one of the duties of a?

A

Compliance Officer

181
Q

Issue a certification every January 30th of the year on the extent of the corporation compliance with this code is one of the duties of a?

A

Compliance Officer

182
Q

Recommend the imposition of appropriate disciplinary action on the responsible parties and the adoption of measure to prevent repetitive violation is a duty of?

A

Compliance Officer

183
Q

shares subject to suspensive condition

A

Escrow shares

184
Q

FS is certified if in accordance with the Code and the rules the SEC may prescribe

A

TRUE

185
Q

The FS may be certified under oath by treasurer or president if total assets or total liabilities of corpo is

A

less than 600,000 or such other amount as determined by DOF

186
Q

It refers to the agreement whereby STHs of a stock corp confers upon a trustee the right to vote and other rights pertaining to shares

A

VTA

187
Q

Identify
STH who may wish to sell or assign his shares must first offer the shares to the corp or to other existing SThs

A

Right of First Refusal

188
Q

Refers to rules of action adopted by a corporation for its internal government and for the regulation of conduct. It is effective after approval by SEC.

A

BY laws.

189
Q

Adoption of by laws can be adopted prior or after incorporation

A

TRUE

190
Q

T/F

The meeting is still valid even if improperly held as long as ALL STHS or members are present or duly represented.

A

TRUE

191
Q

T/F

The meeting is still valid even if improperly held as long as ALL STHS or members are present or duly represented. Except if the purpose of attendance is only object to the transaction of any business because the meeting is not lawfully called or convened

A

TRUE

192
Q

When STHs is allowed to attend meeting in absentia if

A

In case of by laws
majority of BOD authorizes the same
even without authorization in case corp vested with public interest

193
Q

Uniting or amalgamation of two or more existing corp to for a new

A

CONSOLIDATION

194
Q

T/F
Staggered Term is Removed under RCC

A

True

195
Q

LIQUIDATION AND WINDING UP MAY BE DONE BY

A

THE CORPORATION ITSELF THROUGH BOD (3 YEARS APPLIED HERE ONLY)
BY A TRUSTEE APPOINTED BY THE CORP
BY APPOINTMENT OF A RECEIVER

196
Q

T/F
ADOPTION OF BY LAWS CAN BE MADE
Prior to incorporation wherein it must be signed by all incorpo without needs of the majority vote of outstanding stocks or members as long as it is submitted together with AOI

A

true

197
Q

T/F
Adoption of by laws may be made after incorpo which is submitted within 1 month after receipt of the notice of issuance of COR and must be approved by majority of the OCS or members. Failure to file within ___ month period may be a ground for suspension or revocation of the corporate franchise

A

1 month

198
Q

It refers to corpo book which contains
1. record of all stocks in the names of STHs alphabetically arranged
2. the installment paid and unpaid on all stock for which subscription has been made
3. Date of payment of any installment
4. Statement of every alienation
5. Sale or Transfer of stock made,date thereof, whom made and such other entries as the by laws may prescribe.
It must be set up and registered by corp with the SEC within ____ dats from receipt of its certificate of registration.

A

30

199
Q

All entries in the contents of by laws must be made only by ___ ___ in the absence of stock and transfer agent employed. If any entry is made other than the ____ ___ it shall be null and void.

A

corporate secretary

200
Q

Unless the by laws provide for a longer period the stock and transfer book or membership book shall be closed atleast ___ days for regular meetings and ___ days for special meetings before the schedule date

A

20 days; 7 days

201
Q

T OR F
Meeting is still considered valid even if improperly held as long as ALL the STHs or members are present or duly represented. except if the purpose their attendance is only object to the transaction of any business.

A

TRUE

202
Q

T OR F
S1. Notice of any meeting may be waived, expressly or impliedly by any STH or member
S2. General waivers of notice in Aoi shall not be allowed

A

BOTH ARE TRUE

203
Q

A STH or member who participates through remote communication or in absentia shall be deemed _____

A

present for purposes of quorum

204
Q

RCC now allows STHs or members to vote through remote communication or in absentia, in case the by laws or majority of BOD authorizes the same, or even without such authorization in case of corporation vested with public interest

A

TRUE

205
Q

D/T are also now allowed to attend the meeting through remote communication such as videoconferencing, teleconferencing or other alternative modes of communication

A

true

206
Q

It us the combination of two or more corpo whereby one corporation-surviving corpo absorbs the other corpo known as absorbed corpo

A

Merger

207
Q

It is the combination of two or more corpo where one known as constituent corpo and forming a new corporation, known as consolidated corpo

A

CONSOLIDATION

208
Q

It is one formed by a natural person a trust or an estate, who is the stockholder thereof.

A

OPC

209
Q

Not Applicable to OPC

A
  1. Authorized Capital Stock
  2. Minimum Capital Stock
  3. By-Laws
  4. Minutes of the Meetings of the BOD instead RESOLUTIONS RECORDED IN MINUTES BOOK
210
Q

Not allowed to incorporate as an OPC

A

BA, QU, PRE, IN TRU CO
Public and publicly listed companies
Non Chartered GOCCS
Natural Persons for the purpose of exercising their profession

211
Q

The sole stockholder shall automatically be the sole director and the President. Within ___ days from the issuance of its certificate if incorporation. OPC shall appoint treasurer, corporate secretary and other officers as it may deem necessary and notify the SEC thereof within ___ days from appointment

A

15; 5

212
Q

Corporate Secretary responsibilities

A
  1. Maintaining the minutes book and or records of corporation
  2. Notify the nominee or alternate nominee of the death or incapacity of the single STH, notice shall be given not later than 5 days
  3. Notify the SEC of death of single STH within 5 days from such occurrence and stating in such notice the names, residence, addresses and contact details of all known legal heirs
  4. Call the nominee or alternate nominee and the known legal heirs to a meeting
213
Q

Treasurer in an OPC is allowed?

A

yes, provided that he shall give a bond to the SEC in such sum as may be required and a written undertaking faithfully administer the OPCs funds to be received as treasurer and to disburse and invest the same

214
Q

Single STH shall designate a nominee and alternate nominee who shall, in the event of the single stockholders death or incapacity.
The written consent of the nominee and alternate nominee shall be attached to the application for incorporation. Such consent may be withdrawn in writing any time before the death or incapacity of the single STH.

A

TRUE

215
Q

When the incapacity of single STH is temporary, the nominee shall sit as director and managed the affairs of the OPC until the STH regains the capacity to assume such duties

A

TRUE

216
Q

In case of death or permanent incapacity of the single STH, the nominee shall sit as director and manage the affairs of OPC until the legal heirs.

alternate nominee shall sit as director and manage the OPC in case the nominees inability, incapacity, death or refusal to discharge the functions as director and manager of the corporation and only for the same term and under the same conditions.

A

BOTH ARE TRUE

217
Q

Can the single STH change its nominee and alternate nominee by submitting to the SEC the names of the new nominees and their corresponding written consent? AOI need not be amended here?

A

Both are true

218
Q

A sole shareholder claiming limited liability has the burden of affirmatively showing that the corporation was adequately financed.

A

TRUE LIABILITY OF SINGLE STHOLDER

219
Q

Explain Conversion from Ordinary Corp to OPC

A

when a single sth acquires all the stocks of an Ordinary Stock Corp, the latter may apply for conversion into OPC, subject to submission of such documents as the sec may require

220
Q

Conversion from OPC to Ordinary Corporation

A

An opc may be converted to ordinary corporation after due notice to the SEC within 60 days from occurrence.

221
Q

Resident Agent is required to designate its resident agent on whom summons and other legal processes may be served. Is in sound financial standing and must show proof that in good standing as certified by SEC

A

TRUE

222
Q

What constitutes doing business in the Philippines?

A

Continuity
Substance
Contract

223
Q

It is the extinguishment of corporate franchise and the termination of corporate existence

A

Dissolution

RFBT ARALIN MO TO! CPA KA NA SA MAY 2024 (6 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions