Corporate Law Bylaws Quiz

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Questions and Answers

Which statement is true about a certificate of stock?

  • It must contain an unconditional order or promise to pay a sum certain money
  • It must be payable on demand or at fixed or determinable future time
  • It must be in writing and signed by the maker or drawer
  • It must be payable to order or to bearer (correct)

In a non-stock corporation, what is the range of trustees allowed?

  • Not less than five but maybe not more than fifteen
  • Not less than five years but not more than fifteen
  • Maybe less than five but not more than fifteen
  • Not less than five but not more than eleven (correct)

What is a limitation on a proxy?

  • The proxy acquires legal titles to the shares of the stockholders
  • The proxy may attend the meeting even in the presence of the stockholder
  • The proxy can call for the meeting only for which it is issued (correct)
  • The proxy is not revocable at the will of the stockholder

Stockholders with or without voting rights may typically vote on which of the following matters?

<p>Dissolution of the corporation (D)</p> Signup and view all the answers

What determines the nationality of a corporation based on the control test?

<p>Control test (B)</p> Signup and view all the answers

Which element must a negotiable instrument contain according to legal requirements?

<p>Must contain an unconditional order or promise to pay a sum certain money (C)</p> Signup and view all the answers

What is false regarding corporate bylaws?

<p>The power to adopt the majority of the outstanding capital stock (C)</p> Signup and view all the answers

Which power denies pre-emptive rights to stockholders?

<p>Discretionary power (D)</p> Signup and view all the answers

What is incorrect concerning treasury shares?

<p>They are considered part of the earned or surplus profits, thus distributable as dividends (C)</p> Signup and view all the answers

What is defined as the stockholders' right to subscribe to all shares in proportion to their shareholdings?

<p>Pre-emptive right (A)</p> Signup and view all the answers

Who holds supreme authority in the management of a corporation?

<p>Board of directors (D)</p> Signup and view all the answers

Incorporated powers, attributes, and property must be:

<p>Expressly authorized by law (D)</p> Signup and view all the answers

Which statement regarding contracts between corporations with interlocking directors is accurate?

<p>Only the first statement is true (C)</p> Signup and view all the answers

In which scenario can a vacancy in the board of directors not be filled up by the remaining directors?

<p>None of the above (D)</p> Signup and view all the answers

What is NOT a requisite for a de facto corporation?

<p>Non-issuance by the SEC of certificate of incorporation (A)</p> Signup and view all the answers

Which statement accurately describes the appraisal rights of stockholders in open and close corporations?

<p>Only the first is true (A)</p> Signup and view all the answers

Under what circumstances can the bylaws of a corporation dictate meetings outside the Philippines?

<p>At any time during incorporation process (B)</p> Signup and view all the answers

What is required for management contracts between corporations with interlocking directors to be approved?

<p>2/3 vote of directors and stockholders (A)</p> Signup and view all the answers

Can the incorporators validly form a domestic corporation?

<p>Yes, provided they will subscribe for at least 25% of the authorized capital stock. (D)</p> Signup and view all the answers

At the time of incorporation, how much should at least be subscribed by the incorporators?

<p>P250,000.00 (D)</p> Signup and view all the answers

How many shares shall be paid up by the incorporators?

<p>P625 (D)</p> Signup and view all the answers

Can B demand a certificate of stock for 1,200 shares?

<p>No, because certificates are only issued after full payment of subscription. (C)</p> Signup and view all the answers

What is the consequence if an incorporator does not subscribe for any number of shares at the time of incorporation?

<p>The corporation formation will fail due to insufficient capital. (C)</p> Signup and view all the answers

What could be a potential issue arising from X issuing a promissory note instead of payment?

<p>The corporation may face liquidity problems if promissory notes aren't honored. (B)</p> Signup and view all the answers

What is the minimum amount of subscription that must be paid based on the authorized capital stock details provided?

<p>P50,000 or 500 shares (C)</p> Signup and view all the answers

Which of the following can qualify as an incorporator in a corporation?

<p>A corporation (B)</p> Signup and view all the answers

According to the Corporation Code, what residency requirements are needed for directors or trustees of a corporation?

<p>All of the directors or trustee are residents of the Philippines (A)</p> Signup and view all the answers

What voting proportion is required for a corporation to invest its funds in any other corporation or business?

<p>2/3 vote of the board of directors and ratified by majority of the outstanding capital stock (A)</p> Signup and view all the answers

What is watered stock in relation to a corporation's share issuance?

<p>A share issued at a premium to its par value with non-cash consideration (C)</p> Signup and view all the answers

Which factor determines if a share is considered watered stock?

<p>Issued below par value or with non-cash consideration (A)</p> Signup and view all the answers

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