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RFBT > Corporation Law > Flashcards

Corporation Law Flashcards

1
Q

Can a corporation be held criminally liable?

A

No, but may be held liable for fines; it will be the corporate officers who approved.

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2
Q

Can a corporation be entitled to moral damages?

A

No except when a corporation has a reputation that is the best resulting in its humiliation in the business Realm

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3
Q

Can a corporation be entitled to constitutional right against self-incrimination?

A

NO

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4
Q

It means that the corporation has a personality separate and distinct from the stockholders and Affiliated companies

A

doctrine of separate personality Or corporate entity theory

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5
Q

It means that the stockholders reliable only up to the extent of their Capital contribution what it comes to corporations liabilities

A

Limited liability rule

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6
Q

It means that the assets of the corporations are considered trust fund reserved for payment of liabilities to creditors of the corporation

A

Trust fund Doctrine

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7
Q

These are exemptions to the doctrine of separate personality (i.e. Piercing the veil of the corporate entity)

A

FADE
1. Fraud cases

  1. Alter Ego cases
  2. Defeat public convenience cases - tax evasion or defend a crime
  3. Equity cases - labor cases
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8
Q

True or false

only public corporations may be created by special law while private corporations must be created by operation of General Corporation law

A

true

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9
Q

it means that a corporation owes its existence to the law and the state and the extent of its existence, powers and Liberties is fixed by its charter. thus, it only possesses properties attributes rights and Powers provided by law or incident to its existence

A

Concession Theory

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10
Q

It best describes the strong juridical personality of the corporation

A

right of succession

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11
Q

True or false. A corporation shall have Perpetual existence a list of Corporation upon vote of its stockholders representing 2/3 dissent the change.

A

False. Majority.

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12
Q

No extension may be made earlier than ____ years prior to the original or subsequent expiry date unless there are justifiable reasons for an earlier extension as may be that their men by though sec. Such extension shall take effect only on the day following the original or subsequent expiry date.

A

3

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13
Q

Types of corporate powers

A
  1. Express
  2. Implied
  3. Incidental or inherent
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14
Q

These are acts committed outside the object for which a corporation is created as defined by the law of its organization and therefore beyond the express employed an incidental powers of the corporation

A

Ultra Vires acts

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15
Q

Ultra vires acts which are null and void

A

illegal Acts

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16
Q

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

A

null and void but the Declaration of nullity may be barred by estoppel

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17
Q

What is the status of ultra vires Acts which are outside the primary and secondary purposes of the corporation

A

voidable on the part of the other party

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18
Q

What is the status of Ultra vires acts which are unauthorized or when the corporate officers exceed their Authority

A

unenforceable but they may become enforceable on the basis of

  1. Express or implied ratification by the corporation
  2. Doctrine of estoppel
  3. Doctrine of apparent authority of the corporate officers
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19
Q

It is a corporation created by special law for public purpose

A

Public corporation

  1. Municipal Corporation
  2. Gocc
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20
Q

Is it private Corporation owned by private individuals but performing an essential governmental function

A

quasi-public Corporation or public utility

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21
Q

It is a corporation created for the immediate benefit of the members composing it

A

private Corporation

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22
Q

It is a corporation created for a purpose other than religion

A

lay Corporation

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23
Q

It is a corporation created for charity
It is a corporation created for charity of its members

A

eleemosynary Corporation
Civil corporation

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24
Q

It is a corporation created for religious purposes

A

ecclesiastical or religious Corporation

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25
Q

It is a religious Corporation with a single corporator. An example is the Catholic Church

A

Corporation sole

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26
Q

It is a religious Corporation governed by a Board of Trustees

A

Corporation aggregate for religious Society

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27
Q

It is a corporation where by its juridical personality is subject to direct attack by the state through a special civil action of quo warranto proceedings

A

de facto Corporation

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28
Q

It is a corporation which is not actually a corporation since it does not have a charter

A

ostensible Corporation or Corporation by estoppel

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29
Q

Persons pretending to be a corporation will be liable as ______________ for the contracts they have entered into

a. Limited partners

b. stockholders

c. General partners

A

c

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30
Q

It means that the nationality of the corporation is determined by its place open Corporation or the law that created such Corporation

A

doctrine of Incorporation

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31
Q

This Corporation must appoint a resident agent in the Philippines before it may be given a license by SEC to engage in business in the Philippines

A

foreign corporation

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32
Q

When can a foreign corporation sue before the Philippine courts

A

when it does business in the Philippines with license
or when without licenses, infringement or the defendant

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33
Q

It is a corporation which is a member of group of companies

A

affiliate

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34
Q

How its a nonstock corporations converted to a stock Corporation

A

by dissolving the non-stock Corporation and forming a new stock Corporation

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35
Q

How is a stock Corporation converted into a Non-Stock Corporation

A

a. By mere Amendment Articles of Incorporation

b. Dissolving the stock Corporation and forming a new non stock Corporation

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36
Q

Can redeemable preference shares be redeemed by the issuing corporation at the period stated despite the absence of unrestricted retained earnings?

A

yes, provided that the total assets of the corporation or still higher than its total liabilities after payment to redeemable preferred stockholders

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37
Q

What is violated when a corporation subsequently reacquired shares when there is no unrestricted retained earnings?

A

Trust fund doctrine

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38
Q

What are the corporate acts when non-voting preferred shares may still vote (I3 AM SAD)

A
  1. Incurring, creating or increasing bonded indebtedness
  2. Investment of corporate funds in another corporation or another business for pros
  3. Increase or decrease of capital stock
  4. Amendment of articles of incorporation including changing the corporate term
  5. Merger or consolidation of corporations
  6. Sale or disposition or pledge or mortgage of all or substantially all of corporate property
  7. Adoption and amendment of bylaws
  8. Dissolution, rehabilitation or liquidation of the corporation
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39
Q

Corporate acts when non-voting preferred shares or not allowed to vote (CRRADE)
CoRemRatManDivEl

A
  1. Granting of compensation of directors
  2. Removal of directors
  3. Ratification of disloyalty of directors or voidable contract involving self-dealing director or interlocking director
  4. Approval of management contract
  5. Distribution of stock dividends
  6. Election of directors
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40
Q

What is the minimum issue price of par value shares

A

par value, except treasury shares which may be issued below par as long as the price is reasonable

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41
Q

It is the total value of shares issued and subscribed excluding the share premium and in excess of par

A

legal capital in case of par value shares

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42
Q

What is the minimum stated value of no-par value shares

A

none, as long as the minimum issue price is 5 pesos

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43
Q

What is the minimum issue price of no-par value shares

A

5 pesos

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44
Q

It is the total consideration received including the share premium in case of no par value shares

A

legal capital

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45
Q

It is the total consideration received including the share premium in case of no par value shares

A

legal capital

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46
Q

These corporations cannot issue no-par value shares

A

banks, trust and insurance companies, other corporations authorized to obtain or access money from the public whether publicly listed or not

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47
Q

The special privilege given to the founders of the corporation such as the exclusive right to be elected in the board of directors shall not exceed _________ years.

A

Five

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48
Q

These are shares upon which the issuance is subject to a suspensive condition

A

escrow shares

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49
Q

Watered shares are those shares issued for a price even below par resulting to ___________ of capital, ____________ of assets, ____________ of liabilities. It violates trust fund doctrine. Overstatement or understatement?

A

Overstatement, overstatement, understatement

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50
Q

Qualifications of incorporators of proposed private corporation

A
  1. Natural or juridical persons
  2. Legal age
  3. Owner or subscriber of at least one share or member
  4. Required minimum ownership of filipino or maximum ownership of foreigners
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51
Q

What is the nationality requirement reserved for filipinos in mass media

A

100%

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52
Q

What is the nationality of requirement reserved for filipinos in advertising

A

70%

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53
Q

What is the nationality requirement preserved for filipinos in public utility

A

60%

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54
Q

Which certain industries reserve 60% ownership for filipinos PENOl

A
  1. Public utility
  2. Educational institution
  3. Exploration of natural resources
  4. Ownership of land
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55
Q

How many is the required vote for amendment of articles of incorporation

A

majority of the board of directors or trustees and ratification of the stockholders representing at least two-thirds of the outstanding capital stock or two-thirds of the members

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56
Q

When is the effectivity of approval of amendment of articles of incorporation

A

upon approval by the SEC upon lapse of six months from the date of submission to SEC if there is an action by SEC for causes not attributable to the corporation

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57
Q

The corporation is ipso facto or automatically dissolved by operation of law without need of a court order or sec decision due to the failure of the corporation to formally organize for a period of at least ____ years after its formal organization

A

five

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58
Q

A delinquent corporation shall have a period of____ years to resume operations and comply with all the requirements that the SEC shall prescribe

A

two

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59
Q

True or false. The articles of incorporation and its bylaws are of equal importance

A

false

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60
Q

When shall the bylaws be submitted to the SEC

A

at the time of submission of the articles of incorporation

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61
Q

Required vote for adoption of pre incorporation bylaws

A

all corporators or subscribers or member founders

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62
Q

Required vote for the amendment of post incorporation bylaws when there is no valid stockholders delegation to the board of directors of the power to adopt or amend bylaws

A

at least majority vote of the board of directors and approval by at least majority of stockholders

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63
Q

Required both for amendment of post and corporation bylaws when there is valid stockholders delegation to the board of directors of the exclusive power to amend bylaws

A

at least majority of the board of directors

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64
Q

Required vote for delegation to the board of directors of the power to adopt or amend post and corporation bylaws by stockholders

A

at least two third vote of the stockholders

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65
Q

Required vote for the revocation of delegated power to board of directors to amend pause and corporation bylaws by stockholders

A

at least majority of the stockholders

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66
Q

Number of members of the board for ordinary non-stock corporation

A

not more than 15

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67
Q

Number of members of the board four educational non-stock corporations

A

5 or 10 or 15

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68
Q

Term of office of members of the board of directors for

  1. Stock corporations
  2. Ordinary non-stock corporations
  3. Educational non-stock corporations
A

1, 3, 5 yrs

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69
Q

What are the qualifications of members of the board of directors or trustees

A
  1. Owner of at least one share or a member
  2. Legal age
  3. Not be more than 15 in case of directors and maybe more than 15 in case of trustees
  4. Majority must be resident of the philippines except when there is a required minimum ownership of filipinos
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70
Q

The board of directors of corporations vested with public interest should have independent directors constituting at least ___ percent of such board

A

20%

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71
Q

Corporations vested with public interest

A

50 registered others
1. Corporations whose securities are registered with SEC, listed with an exchange

  1. Corporations with assets of at least 50 million and having 200 or more shareholders, each holding at least 100 shares of a class of its equity shares
  2. Financial institutions

4.Other corporations as may be determined by the SEC

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72
Q

Corporations with assets of atleast ______ and having ____ shareholders, each holding at least ____ shares of a class of its equity shares or vested with public interest

A

50 million, 200 or more, 100

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73
Q

Can an independent director receive shareholdings and fees from the corporation

A

yes

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74
Q

Grounds for permanent disqualifications of members of the board for a period of at least five years from conviction

A
  1. Final judgement of an offense punishable by imprisonment for a period exceeding 6 years for violating the code or for violating the securities regulation code
  2. Administratively liable for any offence involving fraudulent acts
  3. By a foreign court four acts similar to those enumerated above
  4. Judicially declared as insolvent
  5. an independent director who becomes an officer of the same corporation
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75
Q

election

A

…

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76
Q

are the directors entitled to compensation

A

no except reasonable per diems

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77
Q

What is the required vote for granting compensation to board of directors

A

at least majority of the outstanding capital stock excluding the directors

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78
Q

What is the maximum limit for salary of board of directors

A

10% of net income before tax

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79
Q

An executive committee must be created only by virtue of provision in the ______

A

bylaws

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80
Q

At least how many members an executive committee consist of

A

three

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81
Q

What are the powers that cannot be delegated by board of directors to executive committee FilByRatDiv

A
  1. Filling up of vacancy in the board
  2. Adoption or amendment of bylaws
  3. Approval of corporate acts requiring approval or ratification by stockholders
  4. distribution or declaration of dividends
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82
Q

Required vote for approval of act of administration or management

A

majority of the directors who attended the meeting with quorum

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83
Q

It means that the decision of the board of directors on matters of management cannot be changed by the court unless such management decision is ultra vires or destructive of the interest of minority stockholders

A

business judgment rule or doctrine of management prerogative

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84
Q

Required vote for election of corporate officers

A

at least majority of the directors or as a stated in the articles of incorporation

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85
Q

Qualifications of a corporate president

A
  1. Stockholder
  2. Director
  3. Neither secretary nor treasurer
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86
Q

Qualifications of a corporate secretary

A
  1. Filipino national
  2. Resident
  3. not the president
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87
Q

Qualifications of a corporate treasurer

A
  1. Must not be a president, except for OPC
  2. Resident
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88
Q

What are the three fold duties of directors

A

loyalty, obedience, diligence

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89
Q

What is the status of a contract with self-dealing director

A

voidable on the part of the corporation

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90
Q

Vote for ratification in case of voidability of a contract with self-dealing director

A

at least two-thirds of the outstanding capital stock

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91
Q

What is the contract between corporation with interlocking director

A

generally valid

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92
Q

Where is the place of meeting of board of directors

A
  1. Place is stated in the bylaws
  2. Anywhere around the world
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93
Q

Frequency of meeting of board of directors

A
  1. Frequency stated in bylaws, or
  2. Monthly
94
Q

Minimum days of giving notice to directors for meeting of board of directors

A

at least 2 days before the scheduled meeting

95
Q

It is a legal agreement that grants operational control of a business in associative to a separate group

A

management contract

96
Q

How many volts are required for approval of management contract without interlocking director

A
  1. At least majority vote of board of directors with ratification of at least maturity of stockholders of managing and managed corporation
97
Q

How many is the required vote for approval of management contract with interlocking director

A

at least majority vote of board of directors with ratification of at least two-thirds of stockholders for the manage corporation and the managing corporation

98
Q

It means that all shares have equal rights except as provided in the articles of incorporation

A

doctrine of equality of shares

99
Q

Stocks which completely have no voting rights

A
  1. Treasury shares
  2. Delinquent shares
  3. Fractional shares
  4. Escrow shares before the fulfillment of suspensive condition or arrival of suspensive period
100
Q

Requirements of proxy for validity

A
  1. Valid only for that particular meeting unless classified as continuing proxy
  2. In writing
  3. Filed before the scheduled meeting with the corporate secretary
  4. Signed by the shareholder or member concerned
  5. Valid and effective for a period of five years at any one time
101
Q

How many years is the term for a proxy

A

not exceeding five years

102
Q

It refers to the agreement whereby stockholders of a stock corporation confers upon a trustee the right to vote and other rights pertaining to the shares and it should not be used to circumvent the law against monopolies and illegal combination in restraint of trade or for fraud purposes

A

voting trust agreement

103
Q

What are the requirements of voting trust for validity

A
  1. In writing
  2. Notarized
  3. Filed before the corporate secretary
  4. Valid and effective for a period of five years at any one time
104
Q

How many years is a term of voting trust

A

not exceeding five years

105
Q

There is a transfer of title in this agreement

a. Trustee

b. Proxy

A

trustee

106
Q

True or false. Both proxy and voting trust agreement are irrevocable.

A

False. Only voting trust agreement is irrevocable

107
Q

The proxy votes as an agent while a trustee votes as a/an ________

A

owner

108
Q

Where is the place of meeting of stockholders

A

always in the city or municipality where the principal office of the corporation is located preferably in the principal office of the corporation

109
Q

The frequency of meeting of stockholders

A
  1. Frequency stated and bylaws
  2. Annually
110
Q

Date of meeting of stockholders

A
  1. Date stated in the bylaws
  2. Any date after april 15
111
Q

Minimum days of giving notice to stockholders for regular and special meeting

A

21; 1 week

112
Q

Can dividends be declared even without unrestricted retained earnings

A

no

113
Q

True or false. Subscribers are entitled to dividends only up to the paid up shares

A

false. Entitled fully

114
Q

are delinquent subscribers entitled to dividends

A

yes, but the cash dividends shall be offset to the subscription balance while the certificate of stocks of stock dividends will be withheld until the subscription balance is fully paid

115
Q

Determine whether this is a justified ground for denial of right to inspection of corporate books

to find technical defects in corporate transactions in order to bring strikes suits for purposes of extortion

A

unjustified

116
Q

What is the remedy if the denial of the right to inspect by the corporation is unjustified

A
  1. File a petition for mandamus against the said corporate officer
  2. Action for damages against the said corporate officer
  3. Criminal action for violation of corporation code against the responsible officer
117
Q

It refers to the common law right of shareholders to subscribe to all issues or disposition of shares of any class in proportion to their present shareholdings unless denied in the articles of incorporation

A

preemptive right

118
Q

Determine whether the preemptive right is available or not in the following circumstances

  1. Shares to be issued to comply with laws requiring stock offering or minimum stock ownership by the public such in the case of initial public offering
  2. Issuance of shares in exchange for a property or payment of contracted debts
  3. In case of non stock corporation
  4. When the preemptive right is not stated in the articles of incorporation
A

no, no, no, yes (inherent, but may be denied)

119
Q

True or false. Preemptive right can be denied in the bylaws and the required vote for the denial of preemptive right is ________

A

false, articles of incorporation. 2/3 of outstanding capital stock

120
Q

It provides that a stockholder who may wish to sell or assign his shares must first offer the shares to the corporation or to other existing stockholders of the corporation under terms and conditions which are reasonable; and that only when the corporation or the other stockholders do not fail to exercise their option is the offering stockholder at liberty to dispose of his share to third parties

A

right of first refusal

121
Q

It refers to the right of a dissenting stockholder to demand payment of the fair value of his shares after dissenting from a proposed corporation action involving a fundamental change in the corporation

A

appraisal right

122
Q

Stockholder can exercise appraisal right even without unrestricted retained earnings. True or false

A

false

123
Q

What are the grounds for exercise of appraisal right AITDC

A

AIM-CSC)

  1. Major amendment of the articles open corporation
  2. Investment of corporate funds in another corporation or in a purpose other than the primary purpose
  3. Changing corporate term
  4. Disposition of all or substantially all of the corporate property or assets
  5. In case of close corporations when the corporation has sufficient assets in its books to cover its debts and liabilities exclusive of capital stock
124
Q

The dissenting stockholder shall make a written demand on the corporation within______ after the date on which the vote was taken for the payment of the fair value of his shares

A

30 days

125
Q

The withdrawing stockholder must submit his shares to the corporation for notation of being dissenting stockholder within ________ from his written demand

A

10 days

126
Q

When shall all the rights of a dissenting stockholder be suspended?

A

From time of demand for payment of the fair value of shares

127
Q

The payment for the fair value of shares of a dissenting stockholder must be made by the corporation within ________ from determination by the board of appraisers, other words the rights of the dissenting stockholders will be restored

A

30 days

128
Q

All the rights of a dissenting stockholder are terminated and not merely suspended upon

A

payment of the fair value of shares

129
Q

It is an action brought by the stockholder against the corporation for direct violation of his contractual rights

A

individual suit

130
Q

It is an action brought by person in his own behalf or on behalf of all similarly situated

A

representative suit

131
Q

It refers to a suit brought by one or more stockholders or members in the name and on behalf of the corporation to redress wrongs committed against it or to protect or vindicate corporate price whenever the officials at the corporation refuse to sue or or the ones to be sued or hold control of the corporation. The corporation is necessary for to the suit.

A

Derivative suit

132
Q

True or false. a derivative suit can only be filed by a person who must be is shareholder to enforce a corporations cause of action

A

true

133
Q

It means that a stockholder is personally liable for the financial obligations of the corporation to the extent only of his and paid subscription or stockholders liability for corporate debts extends only up to the amount of his capital contribution

A

limited liability rule

134
Q

True or false. A bonus share is a watered stock

A

true

135
Q

It is a stock issued as a stock dividend where there are no sufficient retained earnings or circles to justify it

A

watered stock

136
Q

Consenting or non objecting director or officer, subscriber, subsequent transferor, and transferee shall be __________ liable for the difference between the fair value received at the time of issuance of stock and the par or issue value of the same

a. Jointly

b. Proportionately

c. Subsidiarily

d. Solidarily

A

solidarily

137
Q

True or false. A contract of subscription is a divisible contract

A

false

138
Q

A contract of subscription is a formal contract. True or false

A

false. Consensual.

139
Q

Contract of subscription is not covered by statute of fraud. True or false

A

true

140
Q

A pre-incorporation subscription is irrevocable for a period of _______ from the date of subscription and after its submission to SEC

A

6 months

141
Q

True or false. the period for cancellation of pre incorporation subscription was made before its submission to SEC

A

true

142
Q

It was incorporation subscription may be revoked if there is unrestricted retained earnings to support its retirement in order not to violate trust fund doctrine. True or false

A

true

143
Q

A subscriber of shares of stocks which are not yet delinquent are entitled to the rights of a full-fledged stockholder except the right to

A

issuance of certificate of stocks

144
Q

Determine whether the following or valid consideration for issuance of shares of stocks

a. Pre-existing obligation of the corporation in case of equity swap

b. Promissory note

c. Unrestricted retained earnings in case of distribution of stock dividends

d. Future services

A

yes no yes no

145
Q

Interest accrues upon lapsing of 30 days from the date stated in the subscription contract. True or false.

A

True.

146
Q

True or false. interest will still accrue even if there is no stated interest in case of delinquency shares

A

true, upon lapsing of 30 days from the date of payment as a stated in the call of board of directors for payment

147
Q

What rights are suspended for subscribers with delinquent shares

A

all rights except the right to receive dividends

148
Q

What are the remedies of corporation for delinquent shares

A
  1. Civil action by filing before a regular court an action to collect a sum of money
  2. Sale of delinquent shoes

a. To highest bidder

b. Acquisition by corporation and placing them to treasury

c. Period fixed by law for the sale of delinquent shares of not less than 30 days or more than 60 days from the date the stock become delinquent

149
Q

True or false. A certificate of stock is negotiable

A

false, although it may be transferred by endorsement coupled with delivery

150
Q

Entries in the stock and transfer books can be made by any corporate officer

A

false. All entries must be made by the corporate secretary in the absence of a stock and transfer agent employed by the corporation. Otherwise, such entry will be null and void

151
Q

Involuntary modes of dissolution

A

5 sec ex leg

  1. Expiration of corporate term
  2. Failure to formally organized within five years from incorporation
  3. Legislative dissolution
  4. Dissolution by the sec on grounds under existing laws
152
Q

How is a corporation dissolved where creditors are not affected

A

by administrative application to sec submitting the board resolution of majority of the board of directors and ratification by at least 2/3 of stockholders

153
Q

How is a corporation dissolved where creditors are affected

A

by formal petition to sec with notice and hearing with the creditors; at least majority vote of the board of directors with ratification of at least two-thirds of the stockholders

154
Q

Determine whether a corporation is dissolved or not in the following cases

a. Shortening of corporate term

b. Changing of principal office

c. Merger or consolidation

A

Yes no yes

155
Q

What are the grounds for automatic dissolution of a corporation or ipso facto corporate dissolution by operation of law

A

a. Expiration of corporate term

b. Failure to formally organized within five years from incorporation

c. Approval by sec of shortened corporate term

d. Approval by sec of certificate of merger or consolidation

5 short exes merged

156
Q

What are the grounds which will not automatically dissolve a corporation but will require court order or sec decision

A

5 facts of violation report

a. Being de facto

b. Violation of laws or rulings of sec

c. failure to submit annual report or financial statement to sec

d. Continuous in operation for a period of at least five years

157
Q

The period of liquidation shall be finished within a recommendatory period of _____ from the date of dissolution of a corporation

A

3 years

158
Q

The number of stockholders in a close corporation must not exceed

A

20

159
Q

True or false. The stocks of a close corporation can be listed in the stock exchange and can publicly be offered

A

false

160
Q

True or false. a corporation shall not be deemed close when majority of its voting stocks are owned or controlled by another corporation which is not close

A

false. 2/3

161
Q

Which statements are false

a. Stockholders in a close corporation may act as directors without need of election and therefore liable as directors

b. the quorum in a close corporation is the majority of the stockholders

c. corporate actuations may only be bonding with a formal board meeting

d. Appraisal rights can be exercised regardless of existence of unrestricted retained earnings

e. Preemptive right is absolute in a close corporation and available to all stuff issuances unless restricted by the articles of incorporation

f. Deadlocks are settled by third person

A

b. May be greater than mere majority

c. May be binding even without a formal board meeting

f. By the sec

162
Q

Disqualified corporations to be classified as close corporations

A

corporations vested with public interest, finance companies, educational institutions, public utilities, oil and mining companies

163
Q

What is the status of an absolute prohibition on sale of shares of stocks in a close corporation

A

void

164
Q

which is/are false

a. The preemptive right of stockholders in a close corporation is absolute in nature and there are no exceptions

b. Appraisal right can only be exercised for a justifiable reason

A

b. Any reason

165
Q

Other than the SEC’s approval, what other authoritative body must approve merger or consolidation of close corporations

A

philippine competition commission

166
Q

Who may not become one person corporation

a. Natural person

b. Trust Established by a trust or to a trustee for the benefit of a beneficiary

c. Juridical person

d. estate of a deceased person

A

c

167
Q

True or false
a. The one person corporation is not required to submit and file corporate bylaws.
b. A one person need not to indicate the letters “OPC” in it’s corporate name

A

true
false

168
Q

Within _______ from the issuance of its certificate of incorporation, the one person corporation shall appoint a treasurer, corporate secretary and other officers, and notify the commission thereof within ______ from appointment

A

15 days, five days

169
Q

True or false

a. The one person corporation may be appointed as the corporate secretary

b. the one person corporation may be appointed as the treasurer

A

false, true

170
Q

The self-appointed treasurer of a one person corporation shall undertake in writing to faithfully administer the corporation’s funds to be received as treasurer and to disburse and invest the same according to the articles of incorporation as approved by the commission. The bond shall be renewed every ________ or as often as may be required.

A

2 years

171
Q

The corporate secretary in one person corporation notify the nominee or alternate nominee of the death or incapacity of the single stockholder, which notice shall be given no later than _______ from its occurrence

A

five days

172
Q

The articles of incorporation is amended when there is a change of nominee or alternate nominee. True or false

A

false. The single stockholder may change the nominee by submitting to the commission the names of the new nominees and their corresponding written consent

173
Q

What are the reportorial requirements of one person corporation

A

self fs reports

  1. Financial statements audited by an independent cpa; provided, if the total assets or total liabilities of the corporation are less than 600,000 pesos, the financial statements shall be certified on their own by the corporations treasurer and president
  2. Report containing explanations or comments by the president on every qualification, reservation, or adverse remark or disclaimer made by the auditor in the latter’s report
  3. Disclosure of all self dealings and related party transactions entered into between the one person corporation and the single stockholder
  4. Other reports
174
Q

For the single stockholder cannot prove that the property of the one person corporation is independent of the stockholders personal property, the stockholder shall be ___________________ liable for the debts and other liabilities of the one person corporation

a. Jointly and proportionately

b. Jointly

c. Jointly and severally

d. subsidiarily

A

c

175
Q

The one person corporation shall notify the sec within _______ from the occurrence of the circumstances leading to the conversion into an ordinary stock corporation.

A

60 days

176
Q

In case of death of the single stockholder, the nominee or alternate nomination transfer the shares to the chili designated legal heir or estate within ________ from the receipt of either an affidavit of heirship or self adjudication executed by a sole heir, or any other legal document declaring the legal heirs of the single stockholder and notify the commission of the transfer

A

7 days

177
Q

Within ______ from the transfer of the shares, the legal heirs shall notify the commission of their decision to either windup and dissolve the one person corporation or convert it into an ordinary stock corporation

A

60 days

178
Q

When does a one person corporation acquire juridical personality and legal existence

A

from the filing of verified articles

179
Q

True or false. The personal liability on contracts made by a promoter for the benefit of a corporation he intends to organize ends after the formation of the corporation

A

false, it continues even after formation of the corporation unless there is notation or other agreement to release him from liability

180
Q

Which statement or statements is/are false

a. Insurance companies can not engage in commercial banking at the same time, and vice versa
b. Stock brokers can have no other line of business not peculiar to them
c. The retail trade for the corporate capital is greater than 2.5 million dollars or reserved exclusively for filipinos or for corporations or partnerships wholly owned by such citizen
d. Corporations with foreign equity are not allowed to engage in restaurant business what corporations with such foreign equity can pursue such undertaking if it is incidental or in connection with hotel or in keeping business
e. In the case of customs brokerage business, the applicant must submit the license of at least 3 custom brokers connected with the applicant corporation
f. Carriage of mails cannot be a purpose of a corporation unless a special franchise has been granted to it

A

c. less
e. 2

181
Q

The place of operations of a corporation serves as the place for registration of chattel mortgage of shares. True or false

A

false. Principal office

182
Q

For financing companies, sec requires minimum paid up capital of _________ within metro manila, ________ for other cities, _____________ 4 municipality

A

10 million, 5 million, 2 million

183
Q

How much is the required minimum paid up capital HMOs and insurance brokers

A

10 million, 20 million

184
Q

What is the composition of outstanding capital stock

A

total number of shares issued, including those which are subscribed and not yet fully paid, but excluding treasury shares

185
Q

For closed corporations restrictions and preferences was not only appear in the articles of incorporation and in the stock certificates but also be embedded in the _____________ of that closed corporation otherwise it may not bind purchasers in good faith

A

bylaws

186
Q

What is the quorum for the election of members of the board or trustees for an election to be valid

A

majority of the outstanding capital stock or members

187
Q

The rcc requires a report within _______ to be submitted to the sec in case of non holding of elections which shall include a new date for the election which shall not be later than __________ from the scheduled date

A

30 days, 60 days

188
Q

Should a director, trusting or officer die, resign or in any manner ceased to hold office, the secretary, or director, trustee or officer of the corporation or in case of death, the officers heirs shall, within_______ from the knowledge thereof, report in writing such fact to the sec

A

7 days

189
Q

True or false. In non-stock corporations, cumulative voting is generally not allowed unless allowed by the aoi or bylaws of the corporation

A

true

190
Q

The sec is now empowered to motu proprio and after due notice and hearing, order the removal of a director or trustee elected despite the disqualification or whose disqualification arose or is discovered subsequent to an election. True or false

A

true

191
Q

It is the only cause of vacancy or by a board of director can fill the vacancy

A

death, resignation or abandonment, if they still constitute a quorum

192
Q

When will the election be held if the cause of vacancy in the board of directors is death, resignation, or abandonment

A

no later than 45 days from the time the vacancy arose

193
Q

Who shall fill the vacancy after the resignation of a board of director who functions in a hold over capacity

A

the stockholders Even if the remaining directors continue to constitute a quorum

194
Q

It places a director of a corporation in the position of a fiduciary and prohibits him from ceasing a business opportunity and or or developing it at the expense and with the facilities of the corporation

A

corporate opportunity doctrine

195
Q

True or false. Acquiring adverse interest on a matter reposed in a board of director in confidence is subject to ratification

A

false

196
Q

The approval for transactions of self-dealing directors of corporations vested with public interest shall require

A
  1. at least two-thirds of the entire membership of the board,
  2. At least a majority of the independent directors
197
Q

The contract between corporations with interlocking director is generally valid except

A
  1. Fraud
  2. In the interest of the interlocking director in one corporation exceeds 20% (substantial) and in the other merely nominal; voidable
198
Q

What are the board committees under the revised code of corporate governance

A
  1. Audit committee
  2. nomination committee
  3. compensation or remuneration committee
199
Q

Required vote for the election of corporate officers

A

majority of all members of the board, not just the usual majority of those present in the meeting

200
Q

The compliance officer shall issue is certification every ____________ of the year on the extent of the corporations compliance with the code for the completed here and, if there are any deviations, explain the reason for such deviation

A

january 30

201
Q

Who shall be entitled to the delinquent shares purchased by the highest bidder and to the remaining shares

A

the highest bidder and the delinquent stockholder

202
Q

If there is no bidder at the public auction, and the corporation bid for the same, who shall be entitled to the shares purchased and to the remaining shares

A

title to all the shares of stock covered by the subscription shall be vested in the corporation as treasury shares

203
Q

Instances requiring majority vote of the board of directors and conference of the stockholders representing 2/3 of the outstanding capital stock

I3 AM SPD VcManDiv

A
  1. Increase or decrease in corporate stock
  2. Incur or create bonded indebtedness
  3. Dispose all or substantially all of corporate assets
  4. Invest in another corporation other than primary purpose
  5. Amend the articles of incorporation
  6. Merger or consolidation
  7. Voluntary dissolution where creditors are affected
  8. Extend or shorten corporate term
  9. Deny preemptive right
  10. Declares stock dividends
  11. Enter into a management contract for stockholders own 1/3 of the capital stock of the management corporation or a majority of the members of the board of the mansion corporation also constitute a majority of the board of the managed corporation
204
Q

Instances requiring majority of the board of directors and majority of the outstanding capital stock

A
  1. Enter into a management contract
  2. adopt, amend, repeal bylaws
205
Q

Instances requiring no board resolution but only two thirds of the stockholders
DelRemRaRat

A
  1. Delegate to the board the power to amend the bylaws
  2. Remove a member of board of directors
  3. Ratify a business opportunity and third into a number of the board in case of corporate opportunity doctrine
  4. Ratification of contracts of self-dealing directors, where his presence is required to constitute a quorum and or or his vote is required for its approval by the bored
206
Q

Instances requiring no board resolution but only a majority of the stockholders
Revoke Special compensation par

A
  1. Revoke delegated power to amend bylaws
  2. Calling a special meeting to remove directors
  3. To fix compensation of directors
  4. To fix the issue price or stated value of no-par value shares in the absence of the board
207
Q

If the corporation denies or does not act on a demand for inspection and or or reproduction, the aggrieved party may report such to the sec. Within _______ from receipt of such report, the sec shall conduct a summary investigation and issue an order directing the inspection or reproduction of the requested records

A

five days

208
Q

The submission of the amended bylaws requires that it be filed with the sec attached to the original articles of incorporation and original bylaws. True or false

A

false. It need not attach the original articles of incorporation and original bylaws

209
Q

What is the quorum for directors and stockholders

A

majority

210
Q

Unless the bylaws provide for a longer period, the stock and transfer book or membership book shall be closed at least _______ for regular meetings and _______ for special meetings before the scheduled date of the meeting

A

20 days, 7 days

211
Q

True or false. A non stock corporation can be organized for profit

A

true

212
Q

The term of office for trustees

A

1/3 of the number of directors shall expire every year; trust is so elected shall have a term of three years, except for educational institutions for which the term is 5 years

213
Q

True or false. the place of meeting of members of a non stock corporation is its principal office

A

false. Any place in the philippines

214
Q

True or false. The courts can interfere when a person is deemed unfit for membership by a non stock corporation

A

false

215
Q

This test considers a corporation as of philippine nationality when at least 60% of its capital owned by filipino citizens

A

control test or liberal rule

216
Q

According to the grandfather rule, if the percentage of filipino ownership in the corporation or partnership is less than _______ only the number of shares corresponding to such percentage should be counted as of philippine nationality

A

60%

217
Q

When is the grandfather rule applied

A
  1. The corporation’s filipino equity falls below threshold required
  2. There exists doubt as to the filipino or foreign equity
218
Q

This corporation is required that it is of sound financial standing and must show proof that it is in good standing as certified by the sec

A

resident agent corporation of a foreign corporation

219
Q

True or false. Investment as a shareholder by a foreign equity in domestic corporation duly registered to do business and or or exercise of rights as such investor constitutes “doing business”

A

false

220
Q

True or false. General waiver of notification in the articles of incorporation or bylaws shall not be allowed

A

true

221
Q

Stockholders should be notified _______ before the postponement of a regular meeting

A

two weeks

222
Q

Who are the persons authorized to call a meeting

A
  1. The person designated in the bylaws
  2. The president
  3. The sec upon petition of a stockholder
  4. The secretary on order of the president or upon written demand of the stockholders representing at least majority of the outstanding capital stock, in case of removal of director or trustee
223
Q

True or false

in a board meeting, an abstention is presume to be counted as an affirmative vote in so far as it may be construed as an acquiescence in the action of those who voted of you massively

A

true

224
Q

When a special law is repealed, the corporation is also dissolved

A

legislative dissolution

225
Q

Under the financial rehabilitation and insolvency act, the suspension of payments is only applicable to _________ debtors

A

individual

226
Q

True or false. An independent trustee need not to be a member of a non-stock corporation Vested with public interest

A

true

227
Q

Can a foreign corporation be a resident agent of a foreign corporation

A

no. domestic corporation

228
Q

Can a resident agent sign the certificate of non forum shopping on behalf of the foreign corporation

A

no while a resident alien may be aware of the action filed against the principal, he or she may not be aware of the actions initiated by it

229
Q

Procedure of registration of securities

  1. Filing of __________________________________ containing the information as the sec made by rule require
  2. Payment of the filing fees which shall not exceed ________ of the aggregate price at which such securities are proposed to be offered
  3. Publication notice of the filing of the registration statement in ____ newspapers of general circulation _____ for ____ consecutive weeks
  4. Within _____ after the filing date, or by such later date to which the issuer has consented, the sec shall give an order declaring the registration statement effective or rejecting it
  5. ___________ under oath that all requirements satisfied and all statements in registration statement had in such are correct
A
  1. Sworn registration statement
  2. 1/10 of 1%
  3. Two, once, two
  4. 45 days
  5. Prospectus
230
Q

Which of the following securities is not exempt from registration

a. Securities issued by the government

b. Securities issued by a foreign government

c. Securities issued by a public interest entity

d. Certificates issued by a receiver or by a trustee in bankruptcy duly approved by the proper adjudicatory body

e. Securities issued by a bank other than its own shares of stocks

f. Securities under the supervision of other regulatory bodies

A

c

231
Q

Transactions exempt from registration (bisceps smile)

A
  1. Brokers transaction
  2. Isolated transactions
  3. Stock dividends
  4. Converted securities
  5. Exclusive sale
  6. Private placement
  7. Subscriptions
  8. Sale to sophisticated buyers
  9. Mortgage-backed securities
  10. Judicial sale due to insolvency
  11. To liquidate a bonafide debt
  12. Exchange of securities by the issuer with the existing security holders exclusively
232
Q

A petition for voluntary dissolution where creditors are affected shall be signed by

A

majority of its board of directors or other officers managing its affairs

RFBT (29 decks)

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