1.Of all the offenses under the Revised Corporation Code, which offense do you think would have more impact on you as future professional accountant?

2.Discuss the rationale why there are specific offenses for violations of the provisions of the Revised Corporation Code? Are all the offenses under the law pertinent and relevant in the regulation of business entities?

3.What are the provisions of the Revised Corporation Code on Miscellaneous Provisions that catches your attention being a future professional accountant in the near future?

Further lesson presentation

You are expected further to:

1.Analyze how the offenses under RCC are regulated and penalized under the law by the regulatory and judicial agencies of the government.

Activities:

1.Access website of SEC at sec.gov.ph. Download a "Cease and Desist Order (the "CDO") issued by the Securities and Exchange Commission.

2.Once you have downloaded at least five (5) CDOs, analyze how the SEC implemented the investigative, offenses and penalties provisions of the Revised Corporation Code.

Research Work:

This is not mandatory. Students will earn extra points in case output is submitted.

1.Research on the meaning of pyramiding scheme and an instance where there's conviction of pyramiding schemes.

2.Research on the meaning of Ponzi Schemes and an instance where an offense was committed under local or foreign regimes?

3.Research on the meaning of Investment Contracts? Cite an instance where this offense was committed under Philippine laws?

Final Formative Assessment

I.Multiple-choice tests:

1.The unjustified failure of the corporation to have its financial statements prepared for the immediately preceding fiscal year constitute what violation?

a.Violation of disqualificationprovision

b.Violation of duty to maintain records

c.Unauthorized use of corporate name

d.None of the foregoing.

2.Despite knowledge of the elected director that he was convicted by final judgment of an offense punishable by imprisonment exceeding six years within five years prior to his election, yet he still accepted his election as director of XYX Corporation constitute an offense of:

a.Violation of duty to maintain records

b.Violation of disqualification provision

c.Ultra vires act

d.None of the foregoing

3.It means the total shares of stock issuedunder binding subscription contracts to subscribersor stockholders, whether fully or partially paid , except treasury shares?

a.Non-voting shares

b.Treasury shares

c.Outstanding capital stock

d.None of the foregoing

4.In an offense of "Independent Auditor Collusion" who can be held liable on such offense?

a.Internal Auditor of the company

b.Independent Auditor of the company

c.Chief Financial Officer

d.Treasurer of the company

5.The corporate name of the corporation on record with the Securities and Exchange Commission per certificate of approval of amendment of articles of incorporation is ABC Corporation. However, its corporate name per its letterhead, communications to its clients, general information sheets and its latest audited financial statements showed that its corporate name is ABC Corporation doing business under name "ABC". What offense was committed by the company?

a.Unauthorized use of corporate name

b.Obtaining a corporate registration through fraud

c.Fraudulent Conduct of business

d.None of the foregoing

6.After due notice and hearing, the Commission finds that any provision of the Revised Corporation Code , rules or regulationor any of the Commission's order has been violated, the Commission may impose any or all of the following sanctions, except:

a.Issuance of a permanent cease and desist order.

b.Suspension or revocation of the certificate of incorporation.

c.Dissolution of the corporation and forfeiture of its assets in favor of the government of the Republic of the Philippines

d.None of the foregoing.

7.The following are reportorial requirements of corporations which should be submitted to SEC except:

a.Annual Financial Statements audited by an independent certified public accountant

b.A general Information Sheet

c.A director compensation report if it is a public company

d.Stock and Transfer Book

8.The following are correct statements except:

a.The Commission may place the corporation under delinquent status in case of failure to submit the reportorial requirementsthree (3) times, consecutively or intermittently, within a period of five (5) years .

b.If the total assets or total liabilities of the corporationare less than Six Hundred thousand pesos (P600,000.00), the financial statementsshall be certified under oath by the corporation's treasurer or chief financial officer.

c.The reportorial requirements shall be submitted annually and within such period as may be prescribed by the Commission.

d.All of the choices are correct.

9.Statement I - The powers, authoritiesand responsibilities of the SEC involving party-list organizationsare transferred to the Commission on Elections.

Statement II - Batas Pambansa Blg. 68, otherwise known as the "The Corporation Code of the Philippines is repealed by the Revised Corporation Code of the Philippines.

a.Statement I is correct and Statement II is incorrect.

b.Statement I is incorrect and Statement II is correct.

c.Statement I and II are correct.

d.Statement I and II are incorrect.

10.Willful certification of a reportrequired under the Revised Corporation Code knowing that the same contains incomplete, inaccurate , false or misleading information or statements constitute an offense of:

a.Tolerating graft and corrupt practices act.

b.Engaging intermediaries for graft and corrupt practices act

c.Retaliation Against Whistleblowers

d.Willful certification of Incomplete, Inaccurate, False or Misleading Statements or Reports.

11.Statement I. - A corporation commits an offense under the Revised Corporation Code if it commits business through fraud .

Statement II. - A corporate secretary may be found guilty of an offense if he certifies an incomplete, inaccurateor misleading general information sheets submitted to SEC.

a.Statements I and II are incorrect.

b.Statements I and II are correct.

c.Statement I is correct but Statement II is incorrect.

d.Statement I is incorrect but Statement II is correct.

12.The following are considered outstanding capital stock except:

a.Subscribed shares of a stockholder outstanding in his name.

b.Stock dividend declared by the corporation out of increase of capital stock approved by the Commission.

c.Treasury shares.

d.All of the choices are part of the outstanding capital stock.

13.A corporation vested with public interest must also submit as additional two of its reportorial requirements a director compensation report and a director appraisalor performance report and the standards or criteria used to assess each director or trustee. Which of the following is not considered a corporation vested with public interest?

a.Ordinary corporations and close corporations.

b.Listed Companies

c.Public Companies

d.Banking Institutions

14.The amount that the Commission may imposed as administrative sanction for violation of the Revised Corporation Code after due notice and hearing is:

a.Fine ranging from Five Thousand Pesos to Two Million Pesos and not more than One Thousand Pesos for each day of continuing violationbut in no case to exceed Two Million Pesos.

b.Fine ranging from Ten Thousand Pesos and not more than Ten Million Pesos.

c.Fine ranging from five Thousand Pesos to Two Million Pesos.

d.None of the foregoing.

15.The Commission may issue a cease and desist orderas ex parte to enjoin an act or practice which is fraudulent or can be reasonably expected to cause significant, imminent, and irreparable danger or injury to public safety or welfare. The ex parte ordershall be valid for a maximum period of:

a.Fifteen (15) days

b.Ten (10) days

c.Twenty (20) days

d.None of the foregoing