It has a nationality or citizenship of Its own apart from that of the stockholder’s C) Its obligations are obligations of the majority shareholder: D) It enjoys constitutional protection. 3. Peering the veil of corporate entity is considered an exception to the rule of corporate fiction, I. E. That a corporation possesses a personality of its own separate and distinct from the personalities of the corporation of the corporation. Which of the following is the consequence of ‘piercing the veil of corporate entity’?
A) The corporation will be considered a mere association of persons without a personality of its own B) The persons composing the corporation will be considered the same as the corporation; C) The liableness of the corporation may be considered the liabilities of the stockholders or vice-versa; D) All the above 4. Which of the following is not a similarity between a corporation and a partnership? A) Both have Juridical personalities distinct from those of the individuals composing them; B) Both can act only through their agents C) Both have continuity of existence D) Both may own property in their own names 5.
They are corporations formed or organized for the government of a portion of state r those created by the state as its own device for the accomplishment of Its own public purposes. B) Public Corporation C) Quasi-public corporation D) Corporation by prescription 6. The following are typical examples of public corporations. Which is the exception? A) Province of Romano B) City of Manila C) Municipality of Mallows D) Social Security System 7. They are corporations consisting of one member only.
It is usually organized for the purpose of administering and managing as trustee, the affairs, property and temporaries of any religious denomination, sect or church. It may be formed by the hive archbishop, bishop, priest, minister, rabbi or other presiding elder of such religious denomination, sect or church. A) Ecclesiastical corporations B) Lay corporations C) Corporation sole D) Religious societies 8. They are corporations that are organized for spiritual purposes or for the furtherance of religion as opposed to lay corporations that are created for secular or temporal purpose.
B) Eleemosynary corporations C) Civil corporations D) Corporation aggregate 9) It is a corporation whose articles of incorporation provide that (1) all the corporation’s issued stock of all classes, exclusive of treasury shares, shall be held of cord by not more than twenty (20) persons; (2) all the issued stock of all classes shall be subject to one or more restrictions on transfer; and (3) the shares shall not be listed in any stock exchange or be offered to the public. A) Open corporation B) Restrictive corporation C) Corporation by estoppels D) Close corporation 10.
If certain persons assume to act as a corporation knowing it to be without authority to do so, they are liable as general partners for all debts, liabilities and damages incurred or arising as a result of such assumptions as a corporation. This situation gives rise to a A) De facto corporations B) Corporation by prescription D) Corporation by misrepresentation 11. No. I – Five persons without organizing a corporation pretended to be members of a non-existent corporation, which they called ‘Ocean Quest Corporation’. Through this misrepresentation they obtained a loan of UP million from Mr..
X. When the debt was not paid, Mr.. X sued Ocean Quest. The purported members thereof may invoke the defense that Ocean Quest cannot be sued because it is in truth and in fact not a corporation. No. II – Spice Boys Corporation is in truth and in fact not a corporation but a mere association composed of five members. Mr.. X, knowing it to be a unincorporated entity entered into a contract with it. When sued for the breach of the contract, Mr.. X may interpose the defense that Spice Boys Corporation has no legal capacity to sue A) Both are true B) Both nose. Re false C) Only no. 1 is true D) Only no. 1 is false 12. It is a corporation formed or organized or existing under any laws other than those of the Philippines. A) Domestic corporation B) Foreign corporation C) De Cure corporation D) De facto corporation 13. No. 1 – A foreign corporation is not automatically allowed to engage in business in the Philippines. It must first obtain a license in the Philippines if it wants to engage in business locally. If it engages in business in the Philippines without obtaining a license, it may be sued but it cannot sue.
No. 2 – A foreign corporation that it not engaged in business in the Philippines need not obtain a license because a license is required only for business purposes. Such foreign corporation may however, sue in the Philippines where the suit arise out of an isolated transaction or in order to protect its reputation, corporate name or goodwill. A) Both nose. Are correct B) Both nose. Are wrong C) Only no. I is correct D) Only no. II is correct. 14. No I – Every corporate is an incorporation and vice versa No.
II – Corporation in a stock corporation are either stockholders or members A) Both statements are true B) Both statements are false C) Only first statement is true 15. They are persons who bring about or cause to bring about the formation and organization of a corporation by bringing together the incorporation or the persons interested in the enterprise, procuring subscriptions or capital for the corporation and setting in motion the machinery that leads to the incorporation of the applicant A) Underwriters B) Promoters C) Subscribers D) Incorporation 16.
It is the amount fixed in the articles on incorporation. To be subscribed and paid in by the shareholders of a corporation, either in money or property, labor or services, at the organization of the corporation or afterwards and upon which it is to conduct its operations. It limits the maximum amount or number of shares that may be issued by the corporation without formal amendment of the articles of incorporation. A) Legal capital B) Subscribed capital C) Outstanding capital stock D) Authorized capital stock 17. Incorporation should have the following qualifications.
Which is the exception? A) They must be of legal ages and must be natural persons B) They must not less than five (5) but not more than fifteen (15) majority of whom are citizens of the Philippines C) They must number not less than five (5) but not more than fifteen (1 5), majority of whom must be residents of the Philippines D) Each of the incorporation of the stock corporation must be a subscriber to at least one (1) share of the capital stock of the corporation 18. Which among the following situations will Justify a denial of an application for incorporation?
Authorized Capital Stock Subscription Paid Up A) IPPP,oho Pl 25,000 POP ,5000 B) 200,000 60,000 C) 50,000 12,500 5,000 D) 1 o,oho 25,000 6,250 19. Which among the following are the limitations to the corporate power to amend its articles of incorporation? A) The amendment must be for a legitimate purpose B) The amendment must be approved by the required vote of the board and the stockholders or members C) Both the original and amended articles must be filed with the Securities and Exchange Commission D) All of the above 20.
When does the corporate existence commence? A) From the date the Securities and Exchange Commission issues a certificate of incorporation under its official seal B) From the date the corporation is notified by the Securities and Exchange Commission of the issuance of the certificate of incorporation C) From the date the certificate of incorporation is actually received by the corporation D) From the date of the publication of the issuance of the certificate of incorporation in a newspaper of general circulation 21 .
What is the effect of the issuance of the certificate of incorporation? A) The corporation commences to have corporate existence and Judicial personality B) The corporation may now exercise corporate powers C) The incorporation, stockholders/members and their successors shall constitute a body politic and corporate under the name stated in the articles of incorporation 22. A corporate doctrine which holds that the stockholder are not personally liable for corporate debts.
A) Trust fund Doctrine B) Doctrine of corporate fiction C) Right of succession D) Piercing the veil of corporate entity 23. No. 1 – A director is remove from office by a vote of the stockholders representing can be filled up by the vote off least a majority of the remaining directors if still constituting a quorum No. 2 – Treasury shares are entitled to dividends and can be seed in voting matters involving fundamental corporate actions A) Both nose. Are true 24.
Which of the following is a ground for the suspension or revocation of the certificate of incorporation by SEC? A) Failure of the corporation to commence operations within five years from its B) Failure of the corporation to commence operation within two years from its incorporation C) Continuous inactivity for at least five years after it had formally organized and commenced operations D) Continuous inactivity for at least two years after it had organized and 25.
Which of the following defects will preclude the creation of even a De facto reparation? A) A name resembles that of another corporation B) Failure to comply with the minimum paid up requirement C) Absence of a certificate of incorporation D) Failure to formally organized immediately from the issuance of a certificate of 26. It is a corporate scheme that enables a stockholder to dispose of his share and still retain the right to vote for a period not exceeding five years at any one time.
A) Proxy B) Special Power of Attorney C) Voting trust agreement D) Management right 27. A corporation that is created in strict or substantial conformity with the statutory acquirement for the incorporation and whose right to exist as a corporation cannot be successfully attacked even in a direct proceeding by the state is known as A) De Cure corporation B) De facto corporation C) corporation by estoppels D) corporation by prescription 28.
The articles of incorporation is required to state the names, nationalities and residences of persons who shall act as directors or trustees until the first regular which the SEC could determine whether the articles of incorporation has complied with the requirement that A) At least a majority of the directors or trustees are residents of the Philippines B) All of the directors or trustees are residents of the Philippines C) At least a majority of the directors or trustees are citizens of the Philippines D) At least 2/3 of the directors or trustees are residents of the Philippines 29.
They are shares of stocks issued by a corporation for a consideration less than its par value or issued price or for a consideration in any form other than cash, valued in excess of its fair value A) Treasury shares B) Preferred shares C) Common shares D) Watered stocks 30. The following corporations cannot issue no par value shares. Which is the exception? A) Banks B) Trust companies C) Manufacturing companies D) Insurance companies 31 .
An officer of a corporation may hold two or more positions in the corporation but not as A) Chairman of the board and president B) President and treasurer C) Secretary and treasurer D) Vice President and Secretary 32. The right of a corporation to exist as a Juridical person during its term as stated in its articles of incorporation despite the death of any of its stockholders is called A) Right of existence B) Right of redemption D) Pre-emotive right 33. What is the requirement to effect the amendment of the by-laws of the
A) Majority vote of the board and 2/3 of the outstanding capital stock B) 2/3 vote of the board and 2/3 vote of the outstanding capital stock C) Majority vote of the board and majority vote of the outstanding capital stock D) Majority vote of the board and unanimous vote of the outstanding capital stock 34. Which of the following does not form part of the three fold duty of directors or A) Duty of obedience B) Duty of efficiency C) Duty of diligence D) Duty of loyalty 35. The holder of non-voting shares may nevertheless be allowed to vote on the following matters.
What is the exception? A) Amendment of the articles of incorporation B) Adoption and amendment of the by-laws C) Increase or decrease of the capital stock D) Every sale of corporate property 36. The board of directors or trustees has the following powers except A) To exercise corporate powers B) To conduct the business of the corporation C) To grant compensation to its members D) To hold and control corporate property 37. The nationality of the corporation is determined by the state under the laws of which the corporation was organized.
This refers to A) Domiciliary test B) Incorporation test C) Control test D) Organization test 38. Contracts between a corporation and third persons must be made by or under authority of the A) Stockholders B) Board of directors or trustees C) President D) General Manager 39. A contract of the corporation with one or more of its directors or trustees or officers is A) void B) avoidable at the option of the director, trustee or officer C) avoidable at the option of the corporation D) unenforceable 40.
A director who acquires for himself a business opportunity which should belong to the corporation, must account to the latter for all such profits by refunding the same because the act is an act of disloyalty. The disloyal act A) cannot be ratified B) can be ratified by at least 2/3 of the outstanding capital stock D) can be ratified by a majority vote of the board 41 . The corporate by laws may create a committee composed of not less than three members of the board to be appointed by the board.
Said committee may act, by majority vote of all its members, on such specific matters within the competence of the board. This committee is called A) Executive committee B) Steering committee C) Ways and means committee D) Management Committee 42. The stockholders right to subscribed to all issues or disposition of shares of any lass in proportion to their present stockholder’s, the purpose being to enable the shareholders to retain his equity in the surplus, is called A) Preferential right B) Subscription right C) Pre-emotive right D) Stockholders’ equity 43. No. – Every declaration of dividend requires the approval of the stockholders No. 2 – Every ultra virus act is illegal A) Both are false B) Both are true C) Only No. 1 is true D) Only No. 2 is true 44. The following are the legal effects of merger or consolidation. Which is the A) The consolidated or surviving corporation shall enjoy the same rights, powers, reveilles and immunities of corporations established under the corporation code B) All pending actions by or against the dissolved corporation shall be litigated by the surviving or consolidated corporation.
C) All claims pertaining to the dissolved corporation shall now pertain to the surviving or consolidated corporation D) The surviving or consolidated corporation does not assume the liabilities of the dissolved corporations because of the theory of separate legal entity 45. The subscriber of unpaid shares which are not delinquent shall be entitled to the following rights, except the right to A) vote B) inspect corporate books C) a stock certificate D) dividends the corporation and are signatories thereof A) Corporation B) Stockholders C) Incorporation D) Members 47.
The right of the stockholders to demand payment of the fair value of his shares when he dissents from certain corporate acts known as A) pre-emotive rights B) appraisal right C) redemption right D) appreciation right 48. Which of the following statements is false concerning treasury shares? A) They are entitled to dividends B) They have no voting right C) They may be disposed of for a price lower than the par value provided such price is reasonable D) They are not outstanding 49. Which is the operative act that will give Judicial personality upon a corporation?
A) The filing of the articles of incorporation B) The filing of the by-laws C) The issuance of the certificate of incorporation D) The execution by the incorporation of the articles of incorporation which is the contract among themselves 50. Which of the following special corporations is requires by the Corporation Code to have its number of directors in multiples of 5? A) A stock educational corporation B) A non-stock educational corporation C) A corporation sole D) A religious society
