Brainscape's Knowledge GenomeTM

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


See full index

RFBT > Corporation > Flashcards

Corporation Flashcards

1
Q

Artificial being created by operation of law having the right succession, and the powers, attributes and properties expressly authorized by law or incidental to its existence.

A

Corporation

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

To organize a corporation that could claim a juridical personality of its own and transact business as such, is not a matter of absolute right but a privelege which may be enjoyed only under such terms as State may deem necessary to impose.

A

Theory of Concession

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

Corporations are composed of natural persons and the legal fiction of a separate corporate personality is not a shield for the commission of injustice and inequity.

A

Theory of Enterprise Entity

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

A corporation in which capital stock is divided into shares and is authorized to distribute to holders of such shares, dividends or allotments of the surplus profits on the basis of the shares held.

A

Stock Corporation

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

Does not issue stocks and no part of its income is distributed as dividends to its members, trustees and officers.

A

Non-stock Corporation

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

Organized in accordance with the requirements of law.

A

De Jure Corporation

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

A corporation where there exists a flaw in its incorporation. Its existence cannot be inquired collaterally.

A

De Facto Corporation

Such inquiry may be made by the Solicitor General in quo warranto proceeding.

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

Groups of persons which holds itself out as a corporation and enters into a contract with a 3rd person on the strenght of such appearance. It cannot be permitted to deny its existence in an action under said contract.

A

Corporation by Estoppel

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

body that though not lawfully organized as a corporation, has been duly recognized by immemorial usage as a corporation, with rights and duties maintainable at law.

A

Corporation by Prescription

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

It is one which controls another as a subsidiary by the power to elect management. It is one which holds stocks in other companies for purposes of control rather than for mere investment. It has a passive portfolio merely holding securities for control and management.

A

Holding Corporation

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

It is one which holds stocks in other companies for purposes of investment rather than control. It has an active investment policy which has an active portfolio buying and selling securities.

A

Investment Company

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

Separate entities with power to contract with each other. The board of directors of the parent company determines its representatives to attend and vote in the stockholder’s meeting of its subsidiary. The stockholders of the parent company demand representation in the board meetings of its subsidiary. The BOD of the parent or holding company has the prerogative to choose its nominees in the board of directors or its subsidiary.

A

Parent and subsidiary corporation

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

Company which is subject to common control of a mother holding company and operated as part of the system.

A

Affiliates

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

Special form of corporation, ussually associated with the clergy and consists of one person only and his successors, who are incorporated by law to give some legal capacities and advantages.

A

Corporation sole

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

Non-stock corporation governed by a board but with religious purposes.

A

Religious societies

corporation aggregate

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

Created for charitable purposes.

A

Eleemosynary Corporation

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

Organized for profit.

A

Civil Corporation

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

Private corporations which have accepted from the State the grant of a franchise or contract involving the performance of public duties (public service corporations).

A

Quasi- Public Corporation

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

Though not vested with the general powers of corporations, are organized by statutes or immemorial usage, as a persons or aggregate corporations with precise duties which may be enforced, and privileges which may be maintained, by suits of law.

A

Quasi- Corporation

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

Registered in one country but doing business elsewhere.

A

Tramp- Corporation

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

If the directors or stockholders are so divided on the management of the corporation’s business and affairs that the votes required for a corporate action cannot be obtained, with the consequence that the business and affairs that the votes required for that the business of the corporation can no longer be conducted to the advantage of the stockholders generally, the SEC, upon written petition by any stockholder, shall have the power to atribute the dispute.

A

Deadlocks

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q
  1. An impartial person who is neither a stockholder nor a creditor of the corporation or any of its subsidiaries or affiliates, and whose further qualifications, if any, may be determined by the SEC.
  2. Is not a receiver of the corporation and does not have the title and powers of a custodian or receiver.
  3. Shall have all the rights and powers of a duly elected director, including the right to be notified of and to vote at meetings of directors until removed by order of the SEC or by all the stockholders.
  4. The compensation of the provisional director shall be determined by the agreement between such provisional director and the corporation.
A

Provisional Director

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

Corporation formed, organized or existing under Philippine laws.

A

Domestic Corporation

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

A corporation formed, organized or existing under any laws other than those of the Philippines and whose laws allow Filipino citizens and corporation to do business in its own country or state.

A

Foreign Corporation

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

A foreign corporation may engage and transact business in another country with the express consent of such country or sovereignty.

A

Consent Doctrine

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

Implies a community of commercial dealings and arrangements, and contemplates to some extent the performance of acts or works or the exercise of some functions normally incident to and in progressive prosecution of, the purpose and object of its organization.

Continuity Test

A

Doing Business

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

Foreign corporation can sue or be sued on a transaction or series of transaction set apart from the common business of a foreign enterprise in the sense that there is no intention to engage in a progressive pursuit of the purpose and object of business transaction.

A

Doctrine of Isolated Transaction

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

Branch officies that can do business and earn income in the Philippines but it cannot angage in any activities where the Philippine Constitution and laws impose restrictions as to foreign equity ownership.

A

Fully Foreign-Owned Branch Office

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

Cannot engage in any commercial activities nor earn any revenue but can provide customer service, conduct market research, and promote the company’s products.

A

Representative Office

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

The stricter the test applies when there is “doubt” over the 60-40 Filipino-foreign equity ownership. This rule states that if the percentage of Filipino ownership in the corporation is less than 60%, only the number og shares corresponding to this percentage shall be declared as Filipino.

A

The Grandfather Rule

SEC Rules of 1967

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

Corporations with a single stockholder.

A

One Person Corporation

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

Contains all actions, decisions, and resolutions taken by the corporation.

A

Minute Book

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

A corporation has a personality separate and distinct from that of its stockholders or members.

A

Doctrine of Separate Personality

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

Allows the state to disregard for certian justifiable reasons the fiction of juridical personality for the corporation, separate and distint from the persons composing it.

A

Piercing Doctrine of the Veil of Corporate Fiction

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

When a corporation is used as a cloak to cover fraud, or to do wrong.

A

Fraud Cases

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
36
Q
  1. When the corporate entity is merely a farce since the corporation is an alter ego, business conduit or insturmentality or a person or another corporation.
  2. Where one corporation is so organized and controlled and its affairs are conducted so that it is in fact, a mere instrumentality or adjunct of the other, the fiction of the corporate entity of the “instrumentality” may be disregarded.

Instrumentality Rule/Business Conduit

A

Alter Ego-Cases

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

When piercing the corporate fiction is necessary to achieve justice or equity.

A

Equity Cases

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

Those mentioned in the articles of incorporation as originally forming and composing the corporation, having signed the articles and acknowledged the same before a notary public.

A

Incorporators

39
Q

A person who has agreed to take stock from the corporation on the original issue of such stock.

A

Subscriber

40
Q

A person who promises to subscribe and take the stocks in the event the stocks will be offered to the public and will not be subscribed.

A

Underwriter

41
Q

The instrument granting the right and privelege to the corporation to be and act as such.

A

Charter

42
Q

The privelege itself to act as a corporation

A

Franchise

43
Q

The franchise to exist as a corporation.

A

Primary Franchise

44
Q

Right or privilege conferred upon existing corporation, such as to use the streets of a municiplaty to lay pipes or tracks, or operate a messenger and express delivery service.

A

Secondary Franchise

45
Q

Shareholders, being entitled to that number of votes that his number of shares multiplied by the number of directors to be elected will bring, may give all said votes to one candidate or he may distribute them among as many candidates as he sees fit.

A

Cumulative Voting

46
Q

Is a person who, apart from shareholdings and fees received from the corporation, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to materially interfere with the exercise of independent judgement in carrying out the responsibilities as a director.

A

Independent Director

47
Q

If there is presented to a corporate officer or director a business opportunity which corporation is financially able to undertake; from its nature, is in line with corporations business and is of practical advantage to it; and one in which the corporation has an interest or a reasonable expectancy.

A

Doctrine of Corporate Opportunity

48
Q

When the vacancy prevents the remaining directors from constituting a quorom and emergency action is required to prevent grave, substantial, and irreparable loss or damage to the corporation, the vacancy may be temporarily filled from among the officers of the corporation by unanimous vote of the remaining directors or trustees.

A

Emergency Board

49
Q

Granted by law, Corporation Code and its Articles of Incorporation or Charter.

powers of a corporation

A

Express

50
Q

Expressly stated but are deemed to be within the capacity of corporate entities.

powers of a corporation

A

Inherent/ Incidental

51
Q

Exists as a necessary consequence of the exercise of the express powers of the corporation or the pursuit of its purposes as provided for in the AOI.

powers of a corporation

A

Implied/Necessary

52
Q

An act which is not within the express, implied, and incidental powers of a corporation.

A

Ultra Vires Act

53
Q

Any contract for the acquisition of unissued stock in an existing corporation or a corporation still to be formed.

A

Subscription Contract

54
Q

The subscribed capital stock of the corporation is a trust fund for the payment of debts of the corporation which the creditors have the right to look up to satisfy thier credits. Corporation may not dissipate this and the creditors may sue stockholders directly for the unpaid subscription.

A

Trust Fund Doctrine

55
Q

Declaration officially made by the corporation usually in the form of a resolution of the BOD requiring payment of unpaid subscription.

A

Call

56
Q

Stock which was not paid within 30 days from the date fixed in the contract of subscription or from the date stated in the call made by the BOD.

A

Delinquent Stock

57
Q

The amount fixed in the Articles of Incorporation to be subscribed and paid by the stockholders of the corporation.

A

Authorized Capital Stock or Capital Stock or Legal Stock or Stated Capital

58
Q

Interest or right which owner has in the management of the corporation, and its surplus profits, and, on dissolution, in all of its assets remaining after the payment of its debt.

A

Shares of Stock

59
Q

Written acknowledgement by the corporation of the stockholder’s interest or right in the corporation and its property.

A

Certificate of Stock

60
Q

The portion of the authorized capital stock which has been subscribed and actually paid.

A

Paid-up Capital

61
Q

The portion of the authorized capital stock that is covered by subscription agreements whether fully paid or not.

A

Subscribed Capital

62
Q

The total shares of stock issued to subscribers or stockholders, whether or not fully or partially paid except treasury shares so long as there is a binding subscription agreement.

A

Outstanding Capital Stock

63
Q

Properties and assets of the corporation that are used for its business or operation.

A

Capital

64
Q

Excess of current assets over current liabilities.

A

Working Capital

65
Q

Refers to the total amount of current assets.

A

Circulating Capital

66
Q

Unrestricted retained earnings set apart from the general mass of funds of the corporation and distributed among the shareholders in proportion to their shares or interest in the corporation, in the form of case, property or stocks.

A

Dividends

67
Q

Issued with par value and preference may be to assets after dissolution and/or distribution of dividends and other preferences.

A

Preferred Shares

68
Q

Are those which permit the issuing corporation to redeem or purchase its own shares.

A

Redeemable Shares

69
Q

Shares which have been earlier issued as fully paid and have thereafter been acquired by the corporation by purchase, donation, redemption or through some lawful means.

A

Treasury Shares

70
Q

May be given certain rights and privileges not enjoyed by the owners of other stocks. Where the exclusive right to vote and be voted for in the election of directors is granted, it must be for a limited period not to exceed 5 years from the date of incorportaion: Provided, that such exclusive right shall not be allowed if its exercise will violate the “Anti-Dummy Law” (CA 108); and the “Foreign Investments Act of 1991” (RA 7042).

A

Founder’s Share

71
Q

Is the basic class of stock ordinarily and usually issued without extraordinary rights and privileges and the owners thereof are entitled to a pro rata share in the profits of the corporation and in its assets upon dissolution and likewise in the management of its affairs without preference or advantage whatsoever.

A

Common Share

72
Q

Shares issued to promoters of a corporation who helped in the formal organization of the corporation.

A

Promoter’s Shares/ Promotion Stock

73
Q

Desposited with 3rd person to be delivered to stockholder or his assign after complying with certain conditions, usually payment of full subscription price.

A

Escrow Stock

74
Q

Are those issued in excess of the authorized capital stock.

A

Over-issued Stock

75
Q

Issued as fully paid when in fact it is not “water” in the stock- represents the difference between the fair market value at the time of the issuance of the stock and the par or issued value of said stock.

A

Watered Stock

76
Q

Value stated and fixed in the AOI

also called Nominal Value

A

Par Value Shares

77
Q

Shares having no par value but have issued value stated in the AOI or to be fixed by the BOD.

A

No Par Value Shares

78
Q

Right to subscribe to all issues or dispositions of shares of any class in proportion to his present stockholdings, the purpose being to enable the shareholder to retain his proportionate control in the corporation and to retain his equity in surplus.

A

Pre-emptive Right

79
Q

Right to withdraw from the corporation and demand payment of the fair market value of his shares after dissenting from certain corporate acts involving fundamental changes in corporate structure.

A

Appraisal Right

80
Q

Suit brought by stockholders for and in behalf of the corporation and against an person, who could be another stockholder, director, officer or/and 3rd person.

A

Derivative Suit

81
Q

Corporate Combinations

A

Amalgamation

82
Q

One corporation absorbs the other and remains in existence while the other is dissolved

A

Merger

83
Q

A new corporation is created, and consolidating corporations are extinguished.

A

Consolidation

84
Q

The extinguishment of a corporation’s franchise and the termination of its corporate existence or business purpose.

A

Dissolution

85
Q

Refers to any person who provides truthful information relating to the commission or possible commission of any offense or violation under RRC.

A

Whistleblower

86
Q

Proof of one’s ownership or indebtedness in a company.
Short-term - treasury bills and commercial papers.
Long-term - stocks and bonds.

A

Securities

87
Q

The system of stewardship and control to guide organizations in fulfilling their long-term economic, moral, legal and social obligations towards their shareholders/members and other stakeholders.

A

Coporate Governance

88
Q

A process, effected by an entity’s BOD, managament and other personnel, applied in strategy setting and across the enterprise that is designed to identify potential events that may affect the entity, manage risk appetite, and provide reasonable assurance regarding the acheivement of entity objectives.

A

Enterprise Risk Management

89
Q

A director who has executive responsibility of day-to-day operations of a part or the whole of the corporation.

A

Executive Director

90
Q

A person who is independent of managament and the controlling shareholder, and is free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgement in carrying out his responsibilities as a director.

A

Independent Diretor

91
Q

A process designed and effected by the entity’s BOD/ Trustees, Senior Management, and all levels of personnel to provide reasonable assurance on the achievement of objectives through efficient and effective operations; reliable, complete and timeley financial and management of corporate information; and compliance with applicable laws, regualtions, and the organization’s policies and procedures.

A

Internal Control

92
Q

A group of executives given the authority by the BOD/ Board of Trustees to implement the policies it has laid down in the conduct of the business of the corporation.

A

Managament

93
Q

A director who has no executive responsibility and does not perform any work related to the day-to-day operations of the corporation.

A

Non-executive Director

94
Q
A

RFBT (8 decks)

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