28. Which of the following statements concerning no-par value shares is false?

A.The entire consideration received by the corporation for its no-par value shares shall be treated as legal capital and shall not be available for distribution as dividends.

B.The articles of incorporation must state the fact that it issued no par value shares as well as the number of said shares.

C.Shares of capital stock issued without par value shall be deemed fully paid and non-assessable and the holder of such shares shall not be liable to the corporation or to its creditors in respect thereto.D. No-par value shares can be issued by any type of corporation.

29. Where shall the denial of the stockholder's right to vote be provided for such denial to be valid?

A. By-laws of corporation

B. Articles of incorporation and certificate of stock

C. Minutes of meetings

D. Financial statements

30. It refers to a stock issued not in exchange for its equivalent value either in cash, property, share, stock dividends, or services. It resulted to overstatement of assets, overstatement of capital or understatement of liabilities of the corporation. The issuance of this type of shares of stocks is considered violation of trust fund doctrine.A. Watered stock

B. Secret reserves

C. Par value shares

D. Over-issued stocks

31. Which of the following statements refers to the authorized capital stock?

A. It refers to the amount fixed in the articles of incorporation that may be subscribed and paid by the stockholders of the corporation.

B. It refers to the portion of the capital stock or total shares of stock issued to subscribers or stockholders, whether fully paid or partially paid, except treasury shares. It pertains to capital stock entitled to dividends or right to vote.

C. It refers to the total amount of the capital that persons have agreed to take and pay for, which need not necessarily be, and can be more than, the par value of the shares.

D. It refers to the portion of the authorized capital stock which has been both subscribed and paid.

E.It refers to the amount equal to the aggregate par value of total shares issued and subscribed in case of par value shares or total consideration received in case of no par value shares and it cannot be returned to shareholders until dissolution.

32. ART Inc. has authorized capital stock of P100,000 but the actual subscription is not given. What is the implied minimum paid up capital for the approval of its articles of incorporation?A. P20,000

B. P25,000

C. None

D. P40,000

33. Which is correct as to the form of articles of incorporation to be filed to SEC under Revised Corporation Code? A. Under the Revised Corporation Code, the articles of incorporation may be signed and acknowledged by all the incorporators.

B. Under the Revised Corporation Code, the articles of incorporation may be authenticated by all the incorporators.C. Both A and B

D. Neither A nor B

34. It refers to the document issued by appropriate government agencies as a permit to a newly formed corporation to engage in a particular industry. It is issued in order for those corporations to legally transact their business.

A. Certificate of incorporation or registration or primary franchise

B. Secondary license or secondary franchise

C. Articles of incorporation

D. By-Laws

35. As a general rule, who is the real party-in-interest entitled to question any amendment in the articles of incorporation or by-laws?A. Shareholder or member

B. Creditor

C. Any third person

D. Customer

36. Under the SEC Revised Guidelines, the corporate name shall contain any of the following words, exceptA. Corporation

B. Corp.

C. Incorporated

D.IncE. Ltd.

37. The following are the conditions non-compliance of which will prevent the legal existence of a corporation, except

A.Filing of the articles of incorporation with the SEC or issuance of the certificate of incorporation by the SEC.

B. The minimum number of 5 incorporators required by the Corporation Code

C. The legal requirements that 25% of the authorized capital stock must be subscribed and 25% thereof paid.D. Filing of the by-laws with the SEC

38. Who has the legal standing to attack the juridical personality of a private corporation?A. The state through Solicitor General

B. Competing corporation

C. Stockholders of private corporation

D. Creditors of private corporation

39. What is the nature of liability of officers and directors of corporation by estoppel also known as ostensible corporation to the contracts they entered into in behalf of such entity?

A. They are liable only up to the extent of their subscription even they acted in bad faith.

B. They are liable only up to the extent of their subscription unless they acted in bad faith.

C. They are not liable.

D. They are liable like general partners meaning prorata and subsidiarilly.

40. What is the effect if a corporation has commenced the transaction of its business within five (5) years from the date of its incorporation but subsequently becomes continuously inoperative for a period of at least five (5) years?

A. The corporation is ipso facto dissolved by operation of law.

B. That shall be a non-automatic ground for suspension or revocation of corporate charter or corporate dissolution making such entity a de facto corporation.

C. The corporation is considered an ostensible corporation.

D. The corporation shall be criminally liable.