LAW QUIZ 1 & 2.pdf

BLAW  A foreign corporation is one which was organized under laws other than those of the Philippines. TRUE:...

BLAW  A foreign corporation is one which was organized under laws other than those of the Philippines. TRUE:  A close corporation shall not list in any stock exchange or make it  For nationalized and partly-nationalized areas under the stock available for public offering. Constitution, it is required that 60% of the capital stock, coupled  As agreed upon by them in the by-laws, there can be a quorum with 60% of the voting rights must rest in the hands of the even only 50% of the members are present in a non-stock Filipinos. corporation.  Foreigners can be incorporators of a private domestic  The number of trustees must not exceed fifteen. corporation.  Dissolution may be effected by shortening the corporate term.  Corporators are not necessarily incorporators.  There is a quorum in a meeting where the stockholders  Shares of stock shall not be issued in exchange of promissory representing the majority of the outstanding capital stock are notes. present.  The liability of the stockholders, who are not directors or officers,  A Corporation whose existence was terminated will continue to is limited to their subscription to the capital stock. exist as a body corporate for three years for the purpose of  The doctrine of estoppel does not apply against a person who defending itself against suits and settling its business affairs. takes no part except to subscribe for stock in the proposed  DJ, a stockholder in W Corporation, transferred his certificate of corporation which was never legally formed; hence, such person stock to Andrea without it being recorded in the Corporate Books. cannot be held liable. Is the transfer valid between them?  The articles of incorporation should include the amount of its  Ultra vires acts can be ratified. authorized capital stock, the number of shares into which it is  An independent director must be free from any material interest divided, and the par value of each shares. in the corporation which could reasonably perceived to interfere  The withdrawal, death, or resignation of a stockholder does not with his judgment or in carrying out his/her responsibilities. dissolve the corporation.  Ultra Vires acts are those acts which are exercised outside or  An incorporator is also a stockholder of a corporation. beyond the powers conferred by the Revised Corporation code or  Corporation X can be allowed as an incorporator of Corporation the Articles of Incorporation. Z.  A One-Person Corporation is only composed of a single  The Congress cannot pass a special law to create a private stockholder. corporation.  A One-Person Corporation may be converted into Stock  Shares of stock in one corporation can be paid for acquiring stock Corporation. in another corporation.  Appraisal right may be exercised in cases of disposition of all or  A corporation can only exercise powers conferred upon it by law, substantially all of the corporate's assets. its articles of incorporation, those implied by from the conferred  Non-stock corporation may have organized for scientific powers, or incidental to its existence. purposes.  Treasury shares shall have no voting rights as long as it remains in  Corporate books should be placed in the principal place of the Treasury. business of the corporation as stated in its Articles of  A de facto corporation is one that is organized with colorable Incorporation. compliance with the requirements of incorporation under the law and allowed to exist and exercise corporate powers. FALSE:  A corporation may sue for moral damages.  A corporation possesses a legal personality separate and distinct  Choco Cola was formed in 1990's with a corporate term of fifty from its stockholders. years, renewable for fifty years. When the Revised Corporation  The Securities and Exchange Commission has the power to Code took effect in 2019, does Choco Cola need to file and amend dissolve a corporation on its own without the need of a complaint its articles of incorporation to have perpetual existence. filed by a third party.  A corporation acquires separate juridical personality once the  The Securities and Exchange Commission has the power to incorporators submitted its Articles of Incorporation to the dissolve a corporation on its own without the need of a complaint Securities and Exchange Commission. filed by a third party.  The piercing of the corporate veil, when applied, dissolves the  A Corporation and B Corporation merged into a single corporation. corporation. A Corporation became the surviving corporation. B  The business of the corporation is generally conducted by the Corporation's juridical existence will cease to exist. incorporators.  When a single stockholder validly acquires all the stocks in a  All persons who assume to act as a corporation knowing it to be corporation, he/she may file for the conversion of the stock without authority shall be liable as limited partners for all debts, corporation to One-Person Corporation. liabilities, and damages incurred or arising as a result thereof.  A One-Person Corporation is not required to submit a by-law.  Company A is a subsidiary company of Company B. There is only one juridical personality for Company A and B.  The minimum requirement of incorporators must be five. PAID-UP CAPITAL STOCK - It is the portion of the authorized capital  Holders of preferred shares can compel the payment of dividends stock which has been subscribed and paid by the stockholders of the even if there is no surplus profit. corporation.  A corporation can be created by mere agreement of the parties. TREASURY SHARES - These are shares of stocks that have been issued  There is no need to mention the principal place of business of a and fully paid for but subsequently reacquired by the issuing corporation as it may be changed over the period of time. corporation through purchase, redemption, donation, or some other  The stockholders of a de facto corporation are liable as general lawful means. partners. THESE SHARES MAY BE DENIED THE RIGHT TO VOTE:  A stock corporation shall have the power to purchase or acquire  Treasury shares its own shares provided that it has restricted unretained earnings.  Preferred shares  A corporation may be allowed to use a corporate name even if it's  Redeemable shares not distinguishable from another corporation. DOCTRINE OF PIERCING THE CORPORATE WELL - It is the doctrine that  Liza, a Certified Public Accountant, may form a One-Person allows the State to disregard, for certain justifiable reasons, the notion Corporation for the exercise of her profession. that the corporation has a separate juridical personality from those  In cases where stock dividends are issued by the corporation, composing it. delinquent stocks are not entitled to received it at all.  Shares of stock are real property. HOLDERS OF NON-VOTING SHARES MAY BE ENTITLED TO VOTE IN THE FOLLOWING INSTANCES:  DJ, a stockholder in W Corporation, transferred his certificate of  Amendment of the articles of incorporation stock to Andrea without it being recorded in the Corporate Books.  Consolidation of another corporation Is the transfer binding against the corporation?  Dissolution of the corporation  A Corporation can only be dissolved voluntarily.  The President of the corporation may also be the Treasurer of the Secu Bank Corp. is engaged in pawnshop business. Its corporate term same corporation. expired but applied for a revival of its corporate existence under the  Fish Corporation, an oil company, can be incorporated as a close Revised Corporation Code. Should the SEC approve its request for revival? - NO BECAUSE NO FAVORABLE RECOMMENDATION FROM corporation. CONCERNED GOVERNMENT AGENCY WAS ATTACHED IN THEIR  The liability of directors who consented to the issuance of REQUEST. watered stocks shall be jointly.  Sekyu Bank can validly incorporate as a One-Person Corporation. BOARD OF DIRECTORS - To whom the corporate powers are vested.  A Corporation and B Corporation merged into a single corporation. A Corporation became the surviving corporation. B PLACE OF INCORPORATION TEST - It is used to determine the nationality of the corporation by the state of its incorporation. Corporation still has liabilities to settle. B Corporation's creditors went against A Corporation but the latter put up the defense that THE FOLLOWING ARE THE ELEMENTS OF A DE FACTO CORPORATION: B Corporation has separate juridical existence from it; hence, it  Existence of a valid law under which it may be incorporated cannot be held liable for the debts of B Corporation. Is A  Actual use in good faith of its corporate powers Corporation's argument correct?  Attempt in good faith to incorporate  The board of trustees exercise corporate powers in a stock corporation What is the remedy of a stockholder in view of the automatic conversion of the corporate term to perpetual existence?  The board of directors may declare stock dividends as long as – EXERCISE HIS APPRAISAL RIGHT. there is an unrestricted retained earnings.  A partnership can be a one-person corporation.  In cases of merger or consolidation, 2/3 votes of the board of THE DOCTRINE OF PIERCING THE CORPORATE VEIL MAY BE APPLIED IN directors and majority votes of the stockholders are needed. THE FOLLOWING CASES:  Void acts of the board of directors can be ratified.  To defeat public convenience  in fraud cases  The members of Y Corporation elected its new set of board of  in alter ego cases trustees with a term of two years. Sheila, one of the newly elected BOT, posed an argument stating that her term should be at least CONTROL TEST - It is the primary mode used to determine the three years. Is she correct? nationality of a corporation engaged in nationalized areas of activities.  There can only be voluntary dissolution when there are no REDEEMABLE SHARES - These are issued by the corporation which may creditors will be prejudiced. be purchased by the corporation from the holders of such shares upon the expiration of the fixed period. VOTING SHARES- These shares can vote on all corporate acts requiring The right to vote and to be voted was exclusively vested to the stockholders' approval. incorporators holding the founder's share for seven years. On the sixth year, Badong, a newly-entered stockholder in the corporation, wanted AUTHORIZED CAPITAL STOCK - It means the amount fixed in the articles to run as a Board of Director but was not allowed to. If Badong wants of incorporation to be subscribed and paid by the stockholders of the to file a complaint, what type of suit should he file? – INDIVIDUAL SUIT corporation. CONSOLIDATION - A Corporation and B Corporation merged to form a new corporation which is D Corporation. The process is called. DJ, a stockholder in W Corporation, transferred his certificate of stock to Andrea without it being recorded in the Corporate Books. DJ filed for the issuance of a new certificate of stock covering the shares of stock that was delivered to Andrea and delivered it to Kathryn. The delivery to Kathryn of the Certificate of Stock was recorded in the Corporate Books. Who is now the rightful owner of the shares of stock? – KATHRYN MERGER - A Corporation and B Corporation combined leaving A Corporation as the surviving corporation. The process is called. SOLIDARITY - Mika and Nash are corporate officers of the corporation while KD and Alexa are board of directors. All of them secretly leaked financial information of the corporation to its competitors. They were all held liable for the damages incurred by the corporation. Their liability shall be? YES:  Can a corporation have only one incorporator?  Can a corporation with an expired term apply for a revival of its corporate existence?  Can a corporate creditor enforce payment of the unpaid subcriptions in case of insolvency of a corporation?  Can WXY, a non-stock corporation, engaged in the selling of handmade rattan bags in Boracay wherein its profits will not be distributed to its members.  Can Y Corporation, a domestic corporation, validly donate P1,000,000.00 to Senator Makatanga for the latter's 2025 election campaign? NO:  Corporation B hired Kathryn B as its legal consultant. Can Corporation B pay Kathryn B 10,000 shares as an advance payment for her services.  Catherine was nominated as Board of Director in Z Corporation. This was opposed by Camille saying that Catherine was convicted with violation of city ordinance for jaywalking. Should Catherine be disqualified?  X Corporation applied for its dissolution. Prior to the approval of the Commission, the board of directors distributed all of its assets to its stockholder. Is the distribution valid?  The right to vote and to be voted was exclusively vested to the incorporators holding the founder's share for seven years. On the sixth year, Badong, a newly-entered stockholder in the corporation, wanted to run as a Board of Director but was not allowed to. Is he disqualified to run?  Can Y Corporation, a domestic corporation, validly donate P1,000,000.00 to Senator Makatanga for the latter's 2025 election campaign?  Can X Corporation, a foreign corporation, validly donate P5,000,000.00 to Senator Gunggong for the latter's 2025 election campaign?  WXY, a non-stock corporation, is engaged in the selling of handmade rattan bags in Boracay. Can it distribute its profits among its members?