SEC Phase 1 Flashcards
- What must a corporation do in order to retire its treasury shares?
A.Erase corporate deficits
B.Amend its Articles of Incorporation
C.Amend its bylaws
D.Gather 2/3 shareholder approval
Developed by
A.Erase corporate deficits
Power to acquire own shares
-AKA treasury shares
-Allowed as long as there is unrestricted retained earnings
Developed by
- What can not be amended in the Articles of Incorporation?
A.Name of Corporation
B.Name of Incorporators
C.Address of the corporation
D.Purpose of the corporation
B.Name of Incorporators
Corporator vs Incorporator – Sec. 5
-Corporator – Shareholders
-Incorporator – original corporators mentioned in the articles of incorporation
- Which of the following is a violation of the trust fund doctrine?
A.Issuance of watered shares
B.Directors dealing with the company
C.Issuance of participating preferred shares
D.Issuance of no par value shares
A.Issuance of watered shares
Trust fund doctrine is a principle of judicial invention which says that corporate assets are held as a trust fund for the benefit of shareholders and creditors and that the corporate officers have a fiduciary duty to deal with them properly.
Issuance for less than consideration
- Called watered shares
- Violation of trust fund doctrine
- In which of the following scenarios can non voting shares vote?
A.Holding company investing in another company
B.Amendment of by-laws
C.Mortgage of property for a real estate company
D.Incurrence of indebtedness
B.Amendment of by-laws
1.Dissolution
2.Amendment of the articles of incorporation
3.Adoption and amendment of by-laws
4.Incurring, creating or increasing bonded indebtedness
5.Increase or decrease of capital stock
6.Investment of corporate funds in another corporation or business in accordance with this Code
7.Merger or consolidation of the corporation with another corporation or other corporations
8.Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate property
- Who elects the board of directors of a corporation?
A.Common stockholder
B.Preferred stockholder
C.Bond holders
D.Management
A.Common stockholder
1.Ordinary
a.Par value
b.No Par Value
Has to have stated value
Cannot be issued for less than PHP5.00 per share
Authorized capital is now called authorized number of shares
Non assessable and deemed fully paid upon issuance
Entitled to voting
- Which of the following represents the maximum amount of capital a corporation can issue?
A.Authorized Capital
B.Paid in capital
C.Issued capital
D.Shareholders’ equity
A.Authorized Capital
Authorized Capital – max no. of shares * par value
-Issued Capital – Issued shares *par value
-Outstanding Capital – Issued AND outstanding
-Treasury shares – issued BUT NOT outstanding
- Which of the following statements is false?
A.Treasury shares are still considered issued capital
B.Treasury shares are not entitled to dividends
C.Treasury shares are outstanding
D.Treasury shares are not entitled to vote
C.Treasury shares are outstanding
Treasury shares
a.Issued but not outstanding shares
b.No voting rights
c.No rights to dividends
d.Can be disposed of for a reasonable price
e.Reduces capital
- Which of the following statements is true?
A.Under the old corporation code, minimum authorized capital is P80,000
B.Under the old corporation code, a corporation with P1,000,000 authorized capital must have at least P62,500 of its capital stock subscribed
C.Under the old corporation code, minimum paid up capital must be P10,000
D.Under the new corporation code of 2019, 50% of authorized capital
A.Under the old corporation code, minimum authorized capital is P80,000
The 25-25 rule (gone in new)
P5,000 Min. paid up capital (gone in new)
5,000/.25 = 20,000 (minimum subscribed capital)
20,000/.25 = 80,000 (minimum authorized capital)
- Which of the following statements is false?
A.Ordinary shares can be issued at no par value
B.A corporation can have both par and no par value shares
C.No par value shares can be issued as payment for pre-incorporation expenses
D.Preferred shares can be issued without par value
D.Preferred shares can be issued without par value
1.Preferred
a.Preference as to:
Asset – in case of liquidation
Dividends – in case of profit distribution
b.Can never be no par value
c.Only class that can be deprived of voting rights
- Which is false about watered shares?
A.No par value ordinary shares can never be watered shares
B.Watered shares are shares issued for less than full consideration
C.Shares issued for less than their par value are considered watered shares
D.Watered shares are a violation of the trust fund doctrine
A.No par value ordinary shares can never be watered shares
No Par Value ordinary shares
Has to have stated value
Cannot be issued for less than PHP5.00 per share
Authorized capital is now called authorized number of shares
Non assessable and deemed fully paid upon issuance
- An intravires act is an act that is:
A.Within the confines of the powers of a corporation
B.Can only be exercised by the board of directors
C.Outside the scope of authority given to a corporation
D.Amended by a majority of the board of directors and ratified by 2/3 of shareholders
A.Within the confines of the powers of a corporation
Ultra Vires vs Intra Vires – Sec. 45
- Ultra Vires - beyond authority
- Intra Vires – within authority
- These corporate documents provide for the internal operations of the corporation and how the board of directors must act and run the corporation.
A.Articles of incorporation
B.By Laws
C.SEC Certificate of Registration
D.Certificate of Stock
B.By Laws
By-laws - internal government and operations of a corporation
- In which of the following circumstances are non voting shares still not allowed to vote?
A.Corporate dissolution
B.Retirement of treasury shares
C.Amendment of by-laws
D.Increase in capital stock
B.Retirement of treasury shares
1.Dissolution
2.Amendment of the articles of incorporation
3.Adoption and amendment of by-laws
4.Incurring, creating or increasing bonded indebtedness
5.Increase or decrease of capital stock
6.Investment of corporate funds in another corporation or business in accordance with this Code
7.Merger or consolidation of the corporation with another corporation or other corporations
8.Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate property
- Articles of incorporation:
A.Is a condition antecedent the formation of the corporation
B.Contain the name of the original corporators
C.State the purpose of existence of the corporation
D.All of the above
D.All of the above
Articles of incorporation is a requirement needed before the formation of a corporation
- When does a corporation attain juridical personality?
A.Issuance of SEC Cert
B.30 days after issuance of SEC Cert
C.Upon filing of articles of incorporation
D.Upon filing of the by laws
A.Issuance of SEC Cert
Sec. 18 - corporate existence starts upon issuance of the SEC Certificate of incorporation
- It is the doctrine that stated that the corporation is a different entity from the shareholders; Disregarded when the law is used to defeat public convenience, justify wrong or cover fraud
A.Doctrine of Corporate Veil of Identity
B.Trust fund doctrine
C.Doctrine of Corporate Opportunity
D.None of the above
A.Doctrine of Corporate Veil of Identity
Doctrine of corporate veil; piercing the veil of corporate fiction
n Disregarded when the law is used to defeat public convenience, justify wrong or cover fraud
- Which of the following is not provided by in the articles of incorporation:
A.Purpose of existence of the corporation
B.Names of incorporators
C.Registered name
D.Manner of voting of officers
D.Manner of voting of officers
Sec. 47
- By-laws – provide for the internal government and operations of a corporation
- It is the document that serves as proof of ownership of a share of stock
A.Voting trust agreement
B.Stock Certificate
C.Statement of Account
D.Articles of incorporation
B.Stock Certificate
- Which of the following is false regarding corporate term under the old corporation code:
A.A corporation can extend its corporate term within 5 years from the date of its expiration
B.Corporate term can only be at 50 years at a time
C.A corporation can shorten its corporate term
D.A corporation can extend its life for more than 50 years per instance
D.A corporation can extend its life for more than 50 years per instance
Sec. 11
- Corporate term is for a period of max 50 years from date of incorporation.
- Extendible by another 50 years.
- Extension cannot be made 5 years before expiration.
- Which of the following defines a De Jure Corporation
A.A corporation that has formed within the express powers of the law B.Corporation by estoppel C.A corporation whose veil can be pierced D.A corporation that exists as far as its shareholders and directors are concerned but does not have juridical identity
A.A corporation that has formed within the express powers of the law
De Jure – corporation within the proper confines of the law
-Corporation by law
- It is now January 2020 and a corporation is nearing the end of its corporate term by September 2025, what course of action can the corporation take:
A.Under the old corp code, immediately apply for an extension of more than 50 years
B.Nothing, under the old corporation code, they cannot apply for extension yet
C.Let the corporation involuntarily dissolve
D.the corporation would have achieved their main purpose of existence before then and would voluntarily dissolve
B.Nothing, under the old corporation code, they cannot apply for extension yet
Old corp code:
Sec. 11
-Corporate term is for a period of max 50 years from date of incorporation.
-Extendible by another 50 years.
-Extension cannot be made 5 years before expiration.
New Corp code: perpetual unless AOI provides otherwise
- All of the following are included in the powers given to a corporation except:
A.Establish a pension, retirement or other plans
B.Adopt bylaws
C.To sue or be sued in its corporate name
D.To sell substantially all of its assets
D.To sell substantially all of its assets
Approval of majority of board of directors and 2/3 of shareholders are needed for a corporation to sell substantially all of its assets
- A corporation has sustained a deficit since inception but would like to purchase its own excess shares of stock in the market, which of the following should be their course of action:
A.Buy shares from the market and keep them as treasury shares
B.Eliminate the deficit
C.Split their shares up
D.Issue stock dividends
B.Eliminate the deficit
Power to acquire own shares
- AKA treasury shares
-Allowed as long as there is unrestricted retained earnings
Corporation has sustained a deficit in the scenario given
- Which of the following reasons are acceptable as exception to the maximum amount allowable as retained earnings:
A.Reserves for corporate expansion
B.Reserve for contingencies
C.Loan covenants
D.All of the above
D.All of the above
Sec. 43
-Exceptions to the 100% of capital stock/ share capital:
a.Corporate expansion
b.Loan covenants
c.Reserve for contingencies
- Which of the following is not found in the by-laws of a corporation:
A.Time, place and manner of calling or conducting meetings
B.Qualifications of directors
C.Purpose of the corporation
D.Manner of issuing stock certificates
C.Purpose of the corporation
Purpose of the corporation is stated in the articles of incorporation
- Which of the following combination of roles is a violation of the corporate code:
A.Treasury and Secretary
B.President and Secretary
C.Treasurer and President
D.B and C
D. B and C
Sec.25 - President (CEO) can never be the same as the treasurer or secretary
- Which of the following is a violation of the corporate code with regard its officers:
A.A non resident treasurer
B.A non citizen president
C.A Swiss secretary
D.Treasurer being the secretary at the same time
C. A Swiss secretary
Sec. 25 – Corporate Secretary must be RESIDENT CITIZEN OF PH
- It is an agreement between a group of the stockholders of a corporation and the trustee or by a group of identical agreements between individual stockholders and a common trustee, whereby it is provided that for a term of years, or for a period contingent upon a certain event, or until the agreement is terminated, control over the stock owned by such stockholders, either for certain purposes or for all purposes, is to be lodged in the trustee, either with or without a reservation to the owners, or persons designated by them, of the power to direct how such control shall be used:
A.By laws
B.Proxy
C.Voting trust agreement
D.Certificate of stock
C.Voting trust agreement
Voting trust agreements are agreements between a group of the stockholders of a corporation and the trustee or by a group of identical agreements between individual stockholders and a common trustee, whereby it is provided that for a term of years, or for a period contingent upon a certain event, or until the agreement is terminated, control over the stock owned by such stockholders, either for certain purposes or for all purposes, is to be lodged in the trustee, either with or without a reservation to the owners, or persons designated by them, of the power to direct how such control shall be used
- Which of the following cannot be the consideration for issuance of shares of stock in a corporation:
A.Future Service
B.Issuance of bonds
C.Promissory notes
D.All of the above
D.All of the above
Sec. 62
Can never become the consideration for stocks:
1.Future service
2.Promissory notes
3.Issuance of bonds
- What is the right sequence?
A.Declaration Date, ex date, Record date, payment
B.Declaration date, record date, ex date, payment
C.Record date, declaration date, ex date, payment
D.Exdate, declaration date, record date, payment
A.Declaration Date, ex date, Record date, payment
1.Declaration date
n Announcement of record date and payment date
2.Ex date - first business day on which a share will trade without its dividend
-If holder before ex date – will receive dividends
- If holder after ex date – will not receive dividends
3.Holder of record - business day on which a shareholder that is listed in the company’s records is deemed to have ownership of the company’s shares for the purpose of deciding who can and who cannot receive a dividend when paid
4.Payment date
- It is a legal arrangement wherein another person is authorized to act on behalf of another party or a format that allows a shareholder to vote without being physically present at the meeting.
A.By laws
B.Proxy
C.Voting trust agreement
D.Certificate of stock
B.Proxy
Proxies are legal arrangements wherein another person is authorized to act on behalf of another party or a format that allows a shareholder to vote without being physically present at the meeting
- This describes the principle that sale of a corporation’s shares must first be offered to existing shareholders before the same can be sold to third parties:
A.Right of first refusal
B.Doctrine of corporate interest
C.Pre-emptive right
D.Trust fund doctrine
A.Right of first refusal
Right of first refusal pertains to the sale of the shares to third parties. Must be explicitly provided in the articles and the stock certificate. It must first be offered to existing stockholders before selling to third parties.
- This pertains to the right of stockholders to maintain their percentage ownership in the corporation. It is done by subscribing to any issuance or disposition of shares from the capital stock in proportion to their holdings :
A.Right of first refusal
B.Doctrine of corporate interest
C.Pre-emptive right
D.Trust fund doctrine
C.Pre-emptive right
Pre-emptive right is the right of stockholders to maintain their percentage ownership to the corporation. It is done by subscribing to any issuance or disposition of shares from the capital stock in proportion to their holding
- Which of the following actions does not necessitate the voting of non voting shares:
A.Dissolution
B.Amendment of by-laws
C.Extension/ shortening of corporate term
D.Merger or consolidation
C.Extension/ shortening of corporate term
1.Dissolution
2.Amendment of the articles of incorporation
3.Adoption and amendment of by-laws
4.Incurring, creating or increasing bonded indebtedness
5.Increase or decrease of capital stock
6.Investment of corporate funds in another corporation or business in accordance with this Code
7.Merger or consolidation of the corporation with another corporation or other corporations
8.Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate property
- How can a corporation raise new capital?
A.Declare dividends out of unrestricted retained earnings
B.Issue debt securities
C.Issue capital
D.All of the above
C. Issue capital
Though long term debt can be considered
- Which of the following is true regarding preferred shares:
A.Can be with preference to assets or preference to profits
B.Cannot be deprived of voting rights
C.Can be issued without par value
D.Cannot participate in profits along with ordinary shares
A.Can be with preference to assets or preference to profits
1.Preferred
a.Preference as to:
Asset – in case of liquidation
Dividends – in case of profit distribution
b.Can never be no par value
c.Only class that can be deprived of voting rights
- Which has senior claim in a corporate dissolution?
A.Common shares
B.Rights
C.Warrants
D.Options
A.Common shares
Rights refer to the privilege granted to existing shareholders to receive additional shares of common stock.
Warrants are securities that entitle the holder to buy the underlying stock.
Options can be employee benefits in the form of an option given or sold by a company to give the buyer the right to buy the common shares of a company.
Since these securities can only become common shares by virtue of an exercise, they have no right to corporate assets in case of a dissolution.
- Which two of the following fixed income instruments are tax free?
I.7 year LTNCD
II.Bank LT2
III.4 year Time deposit
IV.3 year corporate bonds
A.I, II, III, IV
B.I, III
C.I,II
D.I,III,IV
C.I,II
Common Features of Tier 2 bank capital – tax free for individuals and minimum term of 5 years
- You have invested PHP1,000,000 in a time deposit security for 3 months at 5% interest, how much gross interest will you earn by the end of the tenor?
A.PHP10,000.00
B.PHP12,500.00
C.PHP50,000.00
D.PHP25,000.00
B.PHP12,500.00
1,000,000* .05* 3/12 = 12,500
- You have invested PHP1,000,000 in a time deposit security for 3 months at 5% interest, how much will you receive by the end of the tenor?
A.PHP1,010,000.00
B.PHP1,012,500.00
C.PHP10,000.00
D.PHP12,500.00
A.PHP1,010,000.00
TRICKY HAHHAAH SINCE NET,
X .20 FORDA TAX
Principal 1,000,000.00
Interest – net of taxes
(1,000,000.003/12.05)*(1-.20) 10,000.00
Total amt to be received 1,010,000.00
- Which of the following best describes a normal yield curve?
A.3 mo. Rate= 3%, 6 mo. Rate= 3.2%, 12 mo. Rate = 3.5%, 24 mo. Rate =3.4%
B.3 mo. Rate= 3.3%, 6 mo. Rate= 3.2%, 12 mo. Rate = 3.5%, 24 mo. Rate =3.4%
C.3 mo. Rate= 3%, 6 mo. Rate= 3.2%, 12 mo. Rate = 3.125%, 24 mo. Rate =3.4%
D.3 mo. Rate= 3%, 6 mo. Rate= 3.2%, 12 mo. Rate = 3.5%, 24 mo. Rate =3.6%
D.3 mo. Rate= 3%, 6 mo. Rate= 3.2%, 12 mo. Rate = 3.5%, 24 mo. Rate =3.6%
Normal yield curve is wherein longer maturities have higher yields
- You previously bought RTB 10-1 priced at 99 when interest rates were at 5%. Three months later interest rates when down to 4%, what would be the likely effect on bond prices?
A.increase
B.decrease
C.Stay the same
D.indeterminable
A.increase
Law of Fixed Income: Yields and prices are always inversely related
Bond prices increase when interest rates go down.
- You previously bought RTB 10-3 priced at 104 when interest rates were at 5%. Three months later interest rates when down to 4%, which of the following is true?
A.You bought the instrument at a discount
B.You bought the instrument at par
C.You bought the instrument at a premium
D.indeterminable
C.You bought the instrument at a premium
If the bond was bought at par, price should be 100. Anything less than 100 is a discount and anything more is a premium
- Which of the following best describes the relationship between interest rates and bond prices?
A.Always inverse
B.Always direct
C.Sometimes inverse
D.Sometimes direct
A.Always inverse
Law of Fixed Income: Yields and prices are always inversely related
- What is the best strategy for an investor with an outlook of declining interest rates?
A.Invest in long term fixed income assets
B.Wait further into the future for better investment outlets
C.Invest in short term fixed income assets
D.None of the above
A.Invest in long term fixed income assets
Since the outlook is for interest rates to go down, it is better to invest now in long term fixed income assets wherein rates are higher
- Treasury bills are protected from what type of risk?
A.Market risk
B.Credit risk
C.Inflation risk
D.Liquidity risk
B.Credit risk
Treasury bills are issued by the government and are therefore free from credit risk
- What happens to bond prices when inflation goes down?
A.decrease
B.increase
C.Stay the same
D.No relationship between the two
B.increase
Law of Fixed Income: yields and prices are always inversely related
Inflation causes interest rates to increase, a decrease in inflation would mean a decrease in interest rates.
Decrease in interest rates would mean an increase in bond prices
- Jose got PHP75,000 over the past 3 years on his PHP500,000.00 RTB Bond. What is the coupon rate of the RTB?
A.6.25%
B.5%
C.2.5%
D.5.17%
A.6.25%
75,000/3 = 25,000 - interest received per year (net of taxes since RTB)
25,000/ (1-.2) = 31,250 - gross interest earned per year
31,250/500,000 = 6.25%