1. The following are the attributes of a corporation, except

A. It is an artificial being.

B. It is created as a product of the agreement of the incorporators.

C. It can enjoy perpetual existence.

D. It is functions within the limits granted to it by law.

2. The following corporations are governed by the Revised Corporation Code, except:

A. Stock corporation

B. Close corporation

C. Public corporation

D. Government-owned and controlled corporations

3. In applying the doctrine of piercing the veil of corporate fiction, the following factors may be considered, except:

A. The identity of controlling stockholders in two corporations

B. The identity of those who compose the governing body of the subject corporations

Option C.The identity of the stockholders3

D. The internal control system referring to the manner of keeping corporate books and records

4. These are corporations which have accepted from the State the grant of franchise or contract involving the performance of public duties even as they are created for generation of income.

A. government-owned and controlled corporations

B. quasi-public corporations

C.de jure corporations

D.de facto corporations

5. The validity of the existence of a corporation can be inquired into by the this specific government agency.

A. Securities and Exchange Commission

B.Department of Trade and Industry

C.Office of the Solicitor General

D. Banko Central ng Pilipinas

6. I. In non-stock corporations, the right to vote is not dependent membership. II. Members vote consistent with what is provided by law and the bylaws of the corporation.

A.Only I is true.

B.Only II is true.

C.Both statement are false.

D. Both statement are true.

7. They refer to a class of stocks that enjoy privileges including but not limited to the distribution of dividends.

A.common stock

B.preferred stock

C.treasury stock

D. watered stock

8. Carla, Maisie, Reese, Izo and Jae wanted to incorporate a non-stock corporation. They helped each other prepare the needed documents but still they overlooked indicating in the articles of incorporation the contribution of each of the pioneering members. Nonetheless, the Securities and Exchange issued a Certificate of Incorporation for which reason they started organize and do business already. What kind of corporation is created?

A.de jure corporation

B.corporation by estoppel

C.general partnership

D.de facto corporation

9. Based on the facts in Number 8, in an instance when the corporation fails to comply with its obligations in favor of Macon for which reason Macon will seek redress to the courts for enforcement of her rights, what of the following defenses cannot be raised by the said corporation?

A. The obligation in favor of Macon has already been paid.

B. Macon knew of the fact that we are not capacitated to comply with our obligation when it will fall due.

C. The corporation cannot be made liable as it has been incorporated irregularly.

D.The Securities and Exchange Commission should intervene because paying Macon could require the corporation to dissolve.

10. Based on the same facts in No. 8, in instance when Charles owes the corporation an obligations which Charles was not able to perform, should the corporation sue, what of the following defenses cannot be raised by Charles?

A. The contract I entered into with the corporation is not valid because the director/trustee or corporate officer who represented the corporation was not authorized.

B. The corporation having been irregularly created cannot sue.

C. The obligation is not yet due because to demand from the corporation has been made just yet.

D. The corporation filed the case without conferring authority on the corporate officer to represent them in court.11.

11.Based on the facts in Number 08, having found out that the corporation may have been irregularly created, the Securities and Exchange Commission instituted the appropriate proceedings in court to revoke the certificate of incorporation of the corporation and question the validity of its existence, will the case be given attention by the Honorable Court?

A. Yes, because the Securities and Exchange Commission is the specialized agency of the government that is tasked with supervising private corporation.

B.Yes, because the Securities and Exchange Commission has noted a valid ground to question the validity of the existence of the corporation.

C.No, because Securities and Exchange only issues the certificate of incorporation and could not question the validity of the existence of a corporation.

D.No, because, a de facto corporation can be transformed into a de jure corporation.

12. Pooh, Tigger, Roo, Balo and Hope formed a corporation. Tigger, in good faith, entered into a contract with Winnie Corporation armed with an authority from the corporation. The authority was limited to mortgaging a property registered in the name of the corporation to secure a loan of Php 50,000.00. Given the convincing power of Tigger, he was able to broker Php 100,000.00 loan. Will the contract bind the corporation in the absence of ratification on the directors or trustees?

A. Yes, because Tigger was authorized to enter into the contract for the corporation.

B.Yes, because the proceeds from the contract will benefit the corporation.

C.No, because Tigger exceeded his authority.

D.No, because the contract will be beyond the authority of the corporation to enter into.

13. The following are true of redeemable shares, except:

A.They are purchased back by the corporation after the expiration of a fixed period.

B. They are purchased back when the corporation has unrestricted retained earnings.

C.They have to be stated as such in the Articles of Incorporation of the corporation.

D. When they are purchased back, the corporation should not be forced to dissolved.

14. These are stocks that are issued for a consideration less than the par or issued price or in any other form other than cash valued on excess of its face value.

A.preferred share

B.watered share

C.optional share

D.convertible share

15.It asserts that subcriptions to the capital stock of a corporation constitutes a fund to which the creditors have a right to look for the satisfaction of their claims.

A. trust fund doctrine

B.doctrine of individisibility

C.doctrine of corporate opportunity

D.none of the above

16. I. The contents of the articles of incorporation are binding not only on the corporation but also on its stockholders. II. The general rule as to corporations is that each corporation must have a name under which it is to sue and be used and do all legal acts.

A. Only I is true.

B.Only II is true.

C.Both are true.

D.Both are false.

17. The following are the reasons why the principal office of a corporation must be stated in its articles of incorporation, except:*

1 point

A. To fix the residence of the corporation in a definite place

B.To determine the place where cases involving the corporation could be filed

C.To determine the venue of the meeting of directors or trustees

D.To determine the place where the books and records of the corporation should be kept

18. The following are requisites to facilitate amendment of the articles of incorporation, except:

A.The amendment must be for a legitimate purpose

B. The amendment must be approved by a majority of the directors or trustees.

C.The amendment requires the vote or written assent of stockholders representing majority of the OCS or members.

D. The original and amended articles together shall contain all the provisions required by law to be set out in the articles of incorporation.

19. The following are attributes of a de facto corporation except:

A.The existence of a valid law under which it may be incorporated

B. An attempt in good faith to incorporate

C.Assumption of corporate powers

D. None of the above

20. I. The filing of the articles of incorporation and the issuance of the certificate of incorporation are essential for the existence of a de facto corporation. II. An organization not registered with the SEC cannot be considered a corporation in any concept not even as a corporation de facto.

A. Only I is true.

B.Only II is true.

C.Both are true.

D.Both are false.

21. I. Acts of management pertain to the stockholders/members II. Acts of ownership pertain to the directors/trustees

A.Only I is true.

B.Only II is true.

C. Both are true.

D.Both are false.

22. The following are the qualifications of directors, except:

A. Must own or have subscribed to at least one share of stock

B. Must be a resident of the Republic of the Philippines

C.Must be of legal age

D.Must be capacitated to enter into valid transactions and contracts

23. I. The acts of corporate officers within the scope of their authority are binding on the corporation.

A. Only I is true.

B.Only II is true.

C.Both are true.

D.Both are false.

24. The directors or trustees are duty bound to elect the following except:

A. A president, who must be a director

B.A treasurer who must be resident

C.A secretary who must be a resident and a citizen

D. All of the above

25. Which of the following provisions of the bylaws of Santiago Incorporated is not allowed:

A. Directors must own or subscribe to at least 100 shares of stock

B. There shall be an office of a vice-president who can at the same time serve as the secretary of the corporation.

C. Owners of delinquent shares are not allowed to vote in all matters including matters relative to constituent functions.

D. None of the above

26. Macon is a stockholder of Santiago Corporation, she was supposed to receive from the corporation cash dividends but for an unexplained reason, she was told that her supposed dividends will instead be paid to her in stock dividends. If Macon will raise a legal claim relative to how she was treated, what of the following remedies could she do:

A. File a derivative suit on behalf of the corporation against the directors for its failure to deliver her cash dividends

B. File a case for specific performance to enjoin the corporation to deliver her cash dividend

C.Exercise her right of appraisal as a form of objection to the unlawful act of the directors

D.None of the above

27. It asserts that a dissenting stockholder may opt to withdraw his subscription from the corporation by demanding payment of the fair market value of his shares.

A.pre-emptive right

B.appraisal right

C. shareholder right

D. right to receive dividends

28. The distribution of capital happens in only three instances except:

A. Amendment of the articles of incorporation to reduced capital stocks

B.Purchase of redeemable shares in the absence of unrestricted retained earning

C. Dissolution and liquidation of the corporation

D. Amendment of the bylaws to reduce the capital stock of the corporation.

29.It is a preferential right of stockholders to subscribe to all issues or dispositions of shares of any class in proportion to their respective shareholdings.

A. appraisal right

B.right to vote

C.pre-emptive right

D. voting right

30. I. The corporation may only acquire its own stocks in the presence of unrestricted retained earnings. II.Preferred shares may be acquired even without surplus profit for as long as it will not result to the insolvency of the corporation

A. Only I is true.

B.Only II is true.

C.Both are true.

D.Both are false.