General Provisions

Question 1

RCCP’s date of effectivity

Answer 1

February 23, 2019

Question 2

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

Answer 2

Corporation

Question 3

2 Main Classes of Corporations

Answer 3

1. Stock
2. Non-stock

Question 4

Special Corporations are formed or created through?

Answer 4

Special Laws or Charters

Question 5

They are those who compose a corporation, whether as stockholders or shareholders in a stock corporation or as members in a non-stock corporation.

Answer 5

Corporators

Question 6

True or False: Generally, all shares are equal

Answer 6

True, unless otherwise stated

Question 7

To create special rights for a specific share, where should it be written?

Answer 7

Articles of Incorporation

Question 8

True or False: At least one type of share must have complete voting rights

Answer 8

True

Question 9

True or False: The RCCP is the primary law for GOCCs

Answer 9

False (RCCP only applies suppletorily to chartered corporations unless inconsistent with their charter)

Question 10

These type of share requires the corporation to create a sinking fund.

Answer 10

Redeemable Shares

Question 11

True or False: Founders’ Shares, to be valid, must be stated in the AOI first

Answer 11

True

Question 12

What are the 4 attributes of a Corporation

Answer 12

1. It is an artificial being
2. It is created by operation of law
3. It has the right of succession
4. It has the Powers, Attributes, and Properties expressly authorized by law or incidental to its existence

Question 13

Under what doctrine is a corporation held as a separate entity from the owners/shareholders?

Answer 13

Doctrine of Distinct and Separate Juridical Personality

Question 13

A corporations is regarded as what type of person?

Answer 13

Juridical Person

Question 14

Enumerate the 4 main instances wherein the veil of corporate fiction can be pierced

Answer 14

If it is used to:
defeat public convenience
justify wrong
protect fraud
defend crime

Question 15

True or False: There must be a law governing the corporation in order to create it.

Answer 15

True

Question 16

True or False: A corporation is immortal

Answer 16

False, it only has the power to exist continuosly but it can be taken down

Question 17

These are powers specifically granted to a corporation by law or by its AOI

Answer 17

Express Powers

Question 18

True or False: Express Powers may only be from the provisions of the RCCP

Answer 18

False, other laws apply as well as the AOI.

Question 19

These powers are not explicitly stated but reasonably necessary to carry out the express powers.

Answer 19

Implied Powers

Question 20

These powers are essential for the corporation’s continued operation. Even if not expressly stated

Answer 20

Incidental Powers

Question 21

What type of liability do Stockholders normally have?

Answer 21

Limited Liability

Question 22

The general duration, term, or life of a corporation under the RCCP

Answer 22

Perpetual Existence

Question 23

This class of corporation generally cannot be attacked BOTH collaterally and directly

Answer 23

De Jure Corporation

Question 24

This class of corporation generally cannot be attacked collaterally but can be attacked directly by the State

Answer 24

De Facto

Question 25

The limit on the number of shareholders a close corporation can have

Answer 25

19

Question 26

A class of corporation typically headed by a single person that is the head of a sect or clergy

Answer 26

Corporation Sole

Question 27

Requisites for a De Facto Corporation

Answer 27

Existence of a valid LAW GOOD FAITH to incorporate ACTUAL USE or exercise in good faith of corporate powers

Question 28

It exists when two or more persons assume to act as a corporation, knowing it to be without authority to do so.

Answer 28

Corporation by estoppel

Question 28

A test that determines which country or nation's law the corporation is incorporated to

Answer 28

Incorporation Test

Question 29

3 Tests to Determine Nationality of a Corporation

Answer 29

Place of Incorporation Test Control Test Grandfather rule

Question 30

A test that is based on the nationality of the corporation's major shareholders

Answer 30

Control Test

Question 31

A deeper test that accurately computes the percentage of Filipino equity in cases where the actual number of corporate shareholders with foreign shareholdings are known. The subsequent tiers of ownerships of the corporation are taken into account to determine the actual nationality of the SH.

Answer 31

Grandfather Rule

Question 32

What is the liability of the persons misrepresenting as a Corporation in a Corporation by estoppel?

Answer 32

Personally liable

Question 33

True or False: Treasury Shares can be sold below par value

Answer 33

True (they can be sold at any price but must be in good faith)

Question 34

True or False: A corporation must have URE first before treasury shares can be bought.

Answer 34

True

Question 34

True or False: No-par value shares can be issued for a price less than 5 pesos each

Answer 34

False

Question 34

True or False: A corporation must have URE first before redeemable shares can be paid.

Answer 34

False

Question 34

Shares which have been earlier issued and fully paid and thereafter acquired by the corporation through purchase.

Answer 34

Treasury Shares

Question 35

True or False: No-par value shares can be issued as preference shares

Answer 35

False

Question 36

Shares issued to the founders of the corporation which are granted certain rights and privileges such as the exclusive right to vote and be voted for in the election.

Answer 36

Founders' Shares

Question 37

The maximum period a Founder Shareholder can be elected for and voted for based on his/her rights from the Founders' Share

Answer 37

5 years