61. It provides that a stockholder who may wish to sell or assign his shares must first offer the shares to the corporation or to other existing stockholders of the corporation, under terms and conditions which are reasonable; and that only when the corporation or the other stockholders do not or fail to exercise their option, is the offering stockholder at liberty to dispose of his shares to third parties. It arises only by virtue of contractual stipulations, in which case the right is construed strictly against the right of persons to dispose of or deal with their property. It is normally available in a close corporation as stated in its articles of incorporation as a type of transfer restriction. A. Appraisal right

B. Pre-emptive right

C. Right of first refusal

D. Redeemable right

62. In non-stock corporations where there are no members with voting rights, what vote is required for the approval of the sale, disposal, lease or encumbrance of all or substantially all of corporate assets?A. Vote of at least majority of the trustees

B. Vote of at least 2/3 of the trustees

C. Vote of at least 'A of the trustees

D. Unanimous vote of the trustees

63. It means that the capital stock, property, and other assets of the corporation are regarded as equity in trust for payment of corporate creditors.

A. Estoppel doctrine

B. Doctrine of equitable recoupment

C. Wasting asset doctrine

D. Trust fund doctrine

64. When shall the stockholders be entitled to cash and property dividends?

A. Upon date of payment

B. Upon date of record

C. Upon date of declaration by Board of Directors

D. Upon date of accounting

65. It refers to the dividends which are actually distributions of the assets of the corporation upon dissolution or winding up of the same.

A. Cash dividends

B. Stock dividends

C. Property dividends

D. Liquidating dividends

66. In case there are interlocking stockholders or interlocking directors between the managed corporation and managing corporation, what is the required ratification vote on the part of managing corporation and managed corporation?

A.Approval by at least majority of the board of directors and ratification by stockholders representing at least majority of the outstanding capital stock of managing corporation and approval by at least majority vote of the board of directors and ratification by stockholders representing at least 2/3 of the outstanding capital stock on the part of managed corporation.

B. Approval by stockholders representing at least 2/3 of the outstanding capital stock of both managed and managing corporation.

C. Approval by at least majority vote of the board of directors.

D.Approval by at least majority vote of the board of directors and ratification by stockholders representing at least majority of the outstanding capital stock, of both managed and managing corporation.

67. As a general rule, what is the required vote for the amendment, repeal and adoption of post-incorporation by-laws?

A.Approval by at least majority vote of the board of directors/trustees and ratification by stockholders representing at least 2/3 of the outstanding capital stock or at least 2/3 members.

B.Approval by stockholders representing at least 2/3 of the outstanding capital stock or at least 2/3 members.

C.Approval by at least majority vote of the board of directors/trustees and ratification by stockholders representing at least majority of the outstanding capital stock or at least majority of members.D. Approval by at least majority of the board of directors/trustees.

68. Under the Revised Corporation Code, what is the new mode of giving notice to stockholders/members regarding their regular or special meetings?

A. It may now be sent electronically (electronic mail or other manner) in accordance with the rules and regulations of the SEC on the use of electronic data messages.B. It may now be sent through the use of pigeons.

C. It may now be sent through the use of animals.

D. All of the above.

69. In case the by-laws is silent, how often shall the regular meeting of stockholders be held?

A. Annually

B. Monthly

C. Semi-annually

D. Quarterly

70. In which meeting is proxy allowed?

A. Meeting of board of directors/trustees

B. Meeting of shareholders/members

C. Both A and B

D. Neither A nor B

71. It refers to any contract for the subscription or acquisition of unissued stock in an existing corporation or the shares of the corporation still to be formed.

A. Acquisition contract

B. Sales contract

C. Subscription contract

D. Promotion contract

72. It is a subscription entered into before incorporation.

A. Post incorporation subscription

B. Pre-incorporation subscription

C. Conditional subscription

D. Subscription with a special term

73. It refers to a privilege granted to a party to subscribe to a certain portion of the unissued capital stock of a corporation within a certain period and under the terms and conditions of the grant and exercisable by the grantee at any time within the period granted.

A. Stock options

B. Subscription contract

C. Underwriting agreement

D. Sale contract

74. Mr. Stockholder sold his shares of stocks in SM Corp. to Mr Investor through a notarized deed of sale of shares of stocks without actual delivery, endorsement and registration of the transfer in the SM Corporate Books and therefore contrary to the requirements of valid transfer provided by the Corporation. Which of the following statements is correct?

A.Mr. Investor does not become the owners of the shares of stocks because there is no delivery of the certificate of stocks.

B.Mr. Investor becomes a stockholder in SM Corp. because there is constructive delivery through execution of formalities particularly the notarized deed of sale.

C.The transfer of ownership is valid between Mr. Stockholder and Mr. Investor but it will not bind third persons and the corporation, and therefore, Mr. Investor does not become a stockholder of SM. Corp. However, Mr Investor may file an action against Mr. Stockholder to compel the latter to observe the formality required by BP 68 for validity of transfer of shares of stocks.

D.The contract of sale between Mr. Stockholder and Mr. Investor is null and void because of failure to comply with the three essential requisites for a valid transfer of shares of stocks as provided in the Corporation Code.

75. It refers to a suit brought by one or more stockholders or members in the name and on behalf of the corporation to redress wrongs committed against it or to protect or vindicate corporate rights, whenever the officials of the corporation refuse to sue or are the ones to be sued or hold control of the corporation. The corporation is a necessary party to the suit. It is a suit filed by a person who must be a shareholder to enforce a corporation's cause of action.

A. Derivative suit

B. Individual suit

C. Representative suit

D. Shareholders' suit

76. How many days shall lapse from the due date fixed in the subscription contract or from the date fixed in the call made by the Board of Directors for the shares to be delinquent if still unpaid?A. 30 days

B. 60 days

C. 20 days

D. 15 days

77. Who shall be considered the highest bidder in a delinquency sale/public auction?

A.The person participating in the delinquency sale who offers to pay the full amount of the balance of the subscription together with the accrued interest, costs of advertisement and expenses of sale, for the smallest number of shares.

B.The person participating in the delinquency sale who offers to pay the full amount of the balance of the subscription together with the accrued interest, costs of advertisement and expenses of sale, for the highest number of shares.

C.The person participating in the delinquency sale who offers to pay the full amount of the balance of the subscription excluding the accrued interest, costs of advertisement and expenses of sale, for the smallest number of shares.

D.The person participating in the delinquency sale who offers to pay the full amount of the balance of the subscription excluding the accrued interest, costs of advertisement and expenses of sale, for the highest number of shares.

78. When does the right of stockholders to share proportionately in the distribution of the net assets of the corporation accrue or arise?

A. Upon dissolution after the obligations to the creditors of the corporation have been settled.

B. Upon realization of the other comprehensive income.

C. Upon profitable operation of the company.

D. Upon incurring growth in the company's operation.

79. Where shall the stock and transfer book be kept to be available for inspection to any director or stockholder of the corporation at reasonable hours on business days?

A. Principal office of the corporation

B. Office of the stock transfer agent, if one is engaged

C. Either A or B

D. Neither A nor B

80. It refers to a business combination whereby one or more existing corporations are absorbed by another corporation which survives and continues the combined business. (PNB +Allied Bank=PNB)A. Merger

B. Consolidation

C. Joint arrangement

D. Joint venture