Module 1 - Gen Provisions, Def'n, & Clsfctn

Question 1

what are the attributes of a corporation

Answer 1

1. artificial being
2. created by operation of law
3. right to succession
4. it has only the powers, attributes, and properties expressly

Question 2

When do you apply the doctrine of piercing the veil of corporate fiction?

Answer 2

ALL must be present

1. defeat of public convenience - when corporate fiction is used as a mean to evade an obligation
2. fraud cases - when the corp justify a wrong, protect fraud, or defend crime
3. alter ego cases - corp is a mere alter ego or business conduit of a person or supplement of another corp

Question 3

ABC Corporation borrowed money from the bank to finance the expansion of its business. It executed a security agreement over its merchandize inventory as collateral for the loan. Due to the pandemic, ABC corporation suffered losses and could no longer pay the loan.

Assuming that the collateral has already been impaired, can the bank run after the owners of the corporation?

impaired collateral - ‘assets cannot pay for its obligation.’

Answer 3

Generally,

The Exemption,

Question 4

If the court issues writ of execution against the property of a third party person (in the case of Guoz) what is the remedy of that third person?

Answer 4

Only served on the proper party–the defendant. The defendant can file a third party complaint when unlawfully subject to the writ of execution (such as when the stockholder properties are issued a writ of execution

LB: De Lima vs. Guez

Question 5

De Lima v. Goez

Answer 5

Separate & Distinct Doctrine

Question 6

Halley v Printwell

Answer 6

Trust Fund Doctrine

Question 7

ABC Corp. borrowed money from the bank to finance the expansion of its operations. Instead of putting the money into the project, the Board of Directors divided the loan proceeds among themselves for their personal use. As a result, they were unable to pay the loan. Thereafter, the same directors formed XYZ Corporation to engage in a business similar to that of ABC corp.

Can the bank run after the XYZ corp?

Answer 7

Generally

The Exception

Question 8

You have MFC who borrowed money from Solidbank. As is normally the case, when a corporation borrows money

The officers of the corporation (Mindanao Ferroalloy) were the ones who signed the loan agreement and promissory notes on behalf of the corporation. But the corporation eventually was not able to pay the loan. So Solidbank filed a case against the corporation and impleaded all the officers of the corporation. For instance, Solidbank impleaded the officer who approved loan contract as well as the
officers who signed the promissory note on behalf of the corporation. One of the officers was the one who negotiated for the loan, but did not sign the documents.

ISSUE: Issue: Will the case against the officers of the corporation prosper? Stated differently, can the bank make the corporation officers liable with their personal property for the loan of the corporation?

Answer 8

No,

Separate & Distinct Juridical Entity

Question 9

indications/factors where piercing corporate fiction is justified

Answer 9

1.
2.
3.
4

Question 10

Test to aid the court in determining won piercing the veil of corporate faction is applicable

Answer 10

3.

Question 11

in practice & in order not to violate a corporation’s due process, how can the court pierce the corporate veil?

Answer 11

2.

Question 12

How are corporations created?

Answer 12

1.
2. [w/ exc.]

Question 13

how created > 2 > exc

Question 14

Constitutional Basis of Corporations

Question 15

what are the powers, attributes, and properties of a private corporation

Question 16

can corporations be partners?

Answer 16

Generally

Exceptoin

Question 17

elements of a STOCK corporation

Answer 17

1. 2.

Question 18

define “CORPORATORS”

Question 19

define “SHARE OF STOCK”

Question 20

define “STOCKHOLDER or SHAREHOLDER”

Question 21

Other Classification of Corporation

Answer 21

1.
2.

Question 22

As to whether they are for religious purposes or not

Question 23

As to whether they are for charitable purposes or not

Question 24

As to State under whose laws they have been created

Question 25

As to their legal right to corporate existence

Question 26

As to whether they are open to the public or not

Question 27

As to their relation to another corporation:

Question 28

As to whether they are for public (government) or private purpose

Question 29

what are the 3 attributes of GOCC?

Answer 29

1
2
3

Question 30

As to their relation to another corporation:

Answer 30

1.
2.
3.

Question 31

As to whether they are for public (government) or private purpose

Answer 31

1
2

Question 32

As to whether they are corporations in a true sense or only in a limited sense:

Question 32

As to whether they are corporations in a true sense or only in a limited
sense:

Question 33

A public or municipal corporation possesses two kinds of power:

Answer 33

z

Question 34

Test in determining Nationality

Answer 34

2. 3

Question 35

Governing Laws for Corporation

Answer 35

1.
2.
3.

Question 36

what is a corporator

Question 37

what is an incorporator?

Question 38

what is a stockholder?

Question 39

what is a promoter?

Question 40

what are the board of directors?

Question 41

What is a SUBSCRIBER?

Question 42

what is the trust fund doctrine?

Answer 42

It is established doctrine that subscriptions to the capital of a corporation constitute a fund to which creditors have a right to look for satisfaction of their claims and that the assignee in insolvency can maintain an action upon any unpaid stock subscription in order to realize assets for the payment of its
debts

TN: assignee in insolvency refers to a person appointed to settle the company’s debts

Question 43

what is an underwriter ?

Question 44

a