Corporation Flashcards
This nationality test states that the nationality of a corporation follows that of the country under whose laws it was incorporated.
Inorporation Test
This nationality test states that the nationality of a corporation follows that of the stockholders owning the controlling interest.
Control Test
This nationality test states that the nationality of a corporation is that of the country where its principal business is located.
Business Domiciliary Test
What is the required minimum percentage of Filipino equity in corporations engaged in nationalized areas and/or partly nationalized areas of activities?
60%
Is the quorum in the meeting of stockholders and directors subject to the RCC, Articles of Incorporation, or Bylaws, accordingly?
True
What is the macimum number of directors in stock corporations, and how long is their term?
Maximum of 15; 1-year term
What is the maximum number of trustees in nonstock corporations, and how long is their term?
No maximum, may exceed 15; 3-year term
What are the valid numbers of trustees in nonstock educational institutions, and state the terms of their trusteeship.
5, 10, or 15; staggered terms of 5 years where ⅕ of the trustees have their terms expire each year
What is the required percentage of independent directors in the BOD of corporations vested with public interest?
20%
What is the required method of voting in stock corporations?
Cumulative Voting
How many votes can a member cast if the number of trustees to be elected is 7?
7
The president must be a _____.
Director
The treasurer must be a _____.
Resident
The secretary must be a _____ and a ______ of the Philippines.
Resident; Citizen
This officer is required for corporations vested with public interest.
Compliance Officer
Name the two incompatible duties in the statutory officers of corporations.
(1) President and Secretary
(2) President and Treasurer (except in OPCs)
What is the place of meetings of stockholders?
(1) Principal Place of Business
(2) City or Municipality of (1)
Accordingly.
What is the place of meetings of members?
Anywhere within the Philippine Territory
A corporations commences to have juridical personality on the _____.
Date of the Issuance of its Certificate
True or False:
A newly formed corporation is automatically liable for pre-incorporation contracts entered into by a promoter in its behalf.
False (This is similar to the agency concept of ratification.)
True or False:
A promoter is personally liable for contracts made for the benefit of the proposed corporation.
True
True or False:
There is no required minimum subscription and paid-in capital requirements at the time of incorporation.
True
True or False:
There is no required minimum subscription and paid-in capital in the event of an increase in capital stock.
False
25% must be subscribed, and 25% of the subscription must be paid.
True or False:
Redeemable shares may only be redeemed if there is available unrestricted retained earnings.
False
The exclusive right to vote and be voted for in the election of directers granted to owners of Founders’ shares are for a period not to exceed _____ years.
5
True or False:
Treasury shares may be sold at less than par.
True
Treasury shares sold at less than par are not considered watered stock.
Shares without par must be issued for at least _____.
P5
True or False:
Par value shares may not be sold for a consideration less than P5.
False
True or False:
Preferred stock can be without par value
False
What is the required number of incorporators for ordinary corporations?
2 to 15
