Merger & Consolidation + Dissolution

Question 1

A union effected by absorbing
one or more existing corporations by
another which survives and continues the
combined business (A + B = A)

Answer 1

Merger (One survives while the others are absorbed)

Question 2

It is the uniting or amalgamation of two or more existing corporations to form a new corporation (A + B = C)

Answer 2

Consolidation (A new corporation with a new name is created)

Question 3

True or False: Both of the corporations involved in a merger or consolidation must have the approval of majority of their BOD and 2/3 of their OCS

Answer 3

True

Question 5

*

What are the three sub-types of Voluntary dissolution?

Answer 5

Where no creditors are affected
Where creditors are affected
Shortening of corporate term

Question 7

The minimum number of days a notice must be given to every shareholder/member if a corporation will undergo dissolution with no creditors affected

Answer 7

20 days

Question 8

True or False: Creditors can object to the corporation’s dissolution when it is a dissolution with some creditors affected

Answer 8

True

Question 9

Enumerate the three instances of Involuntary Dissolution (DO NOT ANSWER)

Answer 9

1. Non-use of corporate charter within five (5) years from the date of its incorporation
2. Failure of the corporation to resume operations within two (2) years after the same has been placed under delinquent status
3. Upon receipt of a lawful court order dissolving the corporation
4. Upon finding by final judgment that the
   corporation procured its incorporation
   through fraud
5. Upon finding by final judgment of commission of securities violations, smuggling, tax laundering, evasion, money or graft and corrupt practices