business law2 in the Philippines, answer the following

I - MULTIPLE CHOICE QUESTIONS 1. They have priority if the partnership is insolvent: a. Separate creditors c. Both A and B b. Partnership creditors d. Answer not given 2. X and Y entered into a universal partnership of all present property. The common property of the partnership shall be: a. All the properties which belonged to each of the partners at the time of the constitution of the partnership. b. All the properties which belonged to each of the partners after the constitution of the partnership. c. All the properties which belonged to each of the partners at the time of the constitution of the partnership as well as the profits which they may acquire therewith. d. All the properties which belonged to each of the partners at the time of the constitution of the partnership as well as the profits which they may acquire thereafter. 3. If a partner in a partnership is insolvent, the first order of preference in the distribution of his assets are: a. Partnership creditors b. Separate creditors of the debtor c. Partners contribution to the partnership d. Pro-rata between the separate creditors of the debtor and the partnership creditor 4. A, B and C are equal partners of ABC Partnership. X owes the ABC Partnership for P9,000. C, a partner collected from X, P3,000 before A and B received anything. C issued a receipt on the P3,000 as his share of what X owes. When A and B collected from X, X was insolvent. a. Partner C shall share partners A and B with the P3,000. b. C cannot be required to share A and B with the P3,000. c. A and B should first exhaust all remedies to collect from X. d. A and B can automatically deduct from the capital contributions of C in the partnership their respective share in the P3,000. 5. X and Y are partners in a real estate partnership. The partnership owns a piece of land which Z desired to buy. Z contacted X and inform him of his desire to buy the land and X did not tell to Y about it. X bought Y out of the partnership and afterwards sold the land to Z with a big profit. a. The partnership is dissolved when X became the sole owner. b. The sale of the land to Z is void because it was without the knowledge of Y. c. X is not liable to Y for the latter's share in the profits. d. X is liable to Y for the latter's share in the profits. 6. Which of the following incidents may be a cause for involuntary dissolution of a partnership. a. Termination of the term of the partnership c. Insolvency of any partner b. Express will of any partner d. Expulsion of any partner 7. The following persons are disqualified to form a universal partnership. Who are the exception? a. Brother and sister b. Husband and wife c. Those guilty of adultery and concubinage. d. Those guilty of the same criminal offense, if the partnership is entered into a consideration of the same. 8. Three of the following are similarities between a partnership and a corporation. Which is not? a. Both have juridical personality separate and distinct from that of the individuals composing them. b. Like a partnership, a corporation can act only through agents. c. The individuals composing both have little voice in the conduct of the business.d. Both are organizations composed of an aggregate of individuals. 9. Three of the following are rights of a general partner and also of a limited partner in a limited partnership. Which is not? a. To inspect and copy at reasonable hours the books of the partnership and have them kept at the principal place of business. b. To demand true and full information of all matters affecting the partnership and a formal account of partnership affairs. c. To have dissolution and winding up by decree of court. d. None of the above 10. The partnership is insolvent. These are preferred as regards to the partnership property. a. Partnership creditors c. Partners separate creditors b. Partners with respect to their capital d. Partners with respect to their profits 1 1. Ken and Will agree while talking on the phone to form a partnership - the Home Source - to deal in transfers of real property. To be enforceable, their agreement must a. Be filed in the appropriate state office. b. Be in writing. c. Involve the exchange of valid consideration. d. Not involve a third party. 12. Zania and Wynne are limited partners in ZW City Exports, a limited partnership. To avoid personal liability for partnership obligations, they must not a. acquire an interest in the firm. b. contribute property to the firm. c. engage in activities independent of the firm's business. d. participate in the firm's management. 13. Kent, a partner in Tooth Peak Dental Clinic, applies for a loan with the bank allegedly on firm's behalf but without the authorization of the other partners. The bank knows that Kent is not authorized to take out the loan. If Kent defaults on the loan, liability for its unpaid amount will be imposed on a. Kent and Doctors, jointly. c. Kent only. b. Doctors only. d. Bank only. 14. Jiann is a general partner in Sweet Bites, a limited partnership, which cannot pay its debts. Jiann is personally liable for the debts a. in proportion to the number of partners in the firm. b. to no extent. c. to the extent of his capital contribution. d. to the full extent. 15. A partnership is not dissolved upon the death of a: a. General partner c. Industrial partner b. Limited partner d. General limited partner 16. Three of the following are rights of a partners. Which one is not? a. Right to associate another person to his share. b. Right to admit another partner. c. Right to inspect and copy partnership book. d. Right to ask dissolution of the firm at the proper time. 17. A partner in a partnership who is not really a partner, not being a party to the partnership agreement, but is made liable as a partner for the protection of innocent third persons is known as a. Secret partner c. Dormant partner b. Nominal partner or partner by estoppel d. Answer not given18. A and B are capitalist partners, with C as industrial partner. A and B contributed P15,000 each to the capital of the partnership. A contractual liability of P40,000 was incurred by the partnership in favor of X. The capital assets of P30,000 shall first be exhausted thereby leaving an unsatisfied liability of P10,000. X can recover the amount from: a. A and B only b. A, B and C C. A, B and C and C can recover for reimbursement from A and B d. Answer not given 19. This the order of preference in the liquidation of a general partnership: a. Outside creditors; Partner as creditors; Partners capital; Partners profit b. Partner as creditors; Outside creditors; Partners capital; Partners profit c. Partners' capital; Outside creditors; Partner as creditors; Partners profit d. Outside creditors; Partner capital; Partners profit; Partners as creditors 20. One who takes active part in the business, but is not known to be a partner by outside parties. a. Silent partner c. Dormant partner b. Nominal partner d. Secret partner 21. This is a written acknowledgement of an interest of a stockholder in the corporation. a. Proxy c. Certificate of Stock b. Share of stock d. Capital Stock 22. This is an authority to vote in a corporation stockholders meeting. a. Proxy c. Certificate of stock b. By-laws Share of stock 23. Original signatories in the articles of incorporation are called: a. Corporators c. Stockholders b. Promoters d. Incorporators 24. Three of the following are attributes of a corporation. Which is the exception? a. An artificial being. b. Has the right of succession. c. Has powers, attributes and properties expressly authorized by law or incident to its existence. d. Created by agreement of the incorporators. 25. Corporations organized by private persons performing public function and for profit to private parties are: a. Public corporations c. Government controlled corporation b. Quasi-public corporation d. Private corporation 26. The right to vote at meetings, the right to receive dividends and the right to receive copies of financial statements is known as: a. Right of existence c. Pre-emptive right b. Directors right d. Stockholder's right 27. One of the characteristics of treasury shares is that: a. They have the status of outstanding shares. b. They may not be reissued or sold again. c. They participate neither in dividends nor in the meetings of the corporation as voting stocks. d. Answer not given 28. Which of the following will not qualify as incorporator of a corporation? a. A minor who is emancipated by voluntary concession or marriage.b. A married woman without the consent of her husband where the property involved in the act of incorporation is paraphernal. C. A corporation. d. Answer not given 29. An officer of a corporation may hold two or more positions in the corporation but not as: a. Chairman of the Board and President c. President and Treasurer b. Secretary and Treasurer d. Vice President and Secretary 30. Requirement to effect the amendment of by-laws of a corporation. a. Majority vote of the Board of Directors and majority vote of the outstanding capital stock. b. Majority vote of the board of Directors. c. Vote of 2/3 of the outstanding capital stock. d. Majority vote of the outstanding capital stock. 31. One of the following does not require stockholder's approval: a. Merger or consolidation. b. Change of corporate name. c. Investment of corporate funds for a purpose outside of the main purpose of the corporation. d. Declaration of cash dividend. 32. The voting proportion required to enable a corporation to invest its funds in any other corporation on business of for any purpose other than its primary purpose: a. 2/3 vote of the board of directors and ratified by majority of the outstanding capital stock. b. Majority vote of the board of directors and ratified by majority of the stockholders. c. Majority of the board of directors and ratified by 2/3 of the outstanding capital stock. d. Majority of the board of directors and ratifies by 2/3 of the outstanding stockholders. 33. The president of a stock corporation shall be: a. A director of the corporation. b. An incorporator of the corporation. C. A resident and citizen of the Philippines. d. Of legal age and citizen of the Philippines. 34. It refers to organizations exercising corporate power under colour of a more or less legally constituted corporation. a. Eleemosynary corporation c. De Jure corporation b. De facto corporation d. Lay corporation 35. The following are the qualifications of incorporators. Choose the exemption: a. Majority of whom must be Filipinos. b. Owners of or subscribers to at least one share. c. All are of legal age d. Natural persons, not less than five but not more than 15. II -TRUE OR FALSE 1. The general rule is that the loss of the specific thing contributed to the partnership when only the use of the thing is contributed by the partner and such thing after its transfer to the partnership which used the same or sometime was subsequently lost, the partnership is not dissolved. 2. A person admitted as a partner into an existing partnership is not liable for partnership obligations existing before his admission. 3. A person who is both a general partner and a limited partner is deemed a limited partner only with respect to the return of his contribution. 4. The arrival of the term of a partnership with a fixed term or period shall not dissolve the partnership if the partners continue with the business of the partnership but such partnership may be terminated anytime dependent on the will of the continuing partners.5. A general partner in a limited partnership manages the business of the partnership but cannot perform acts of ownership without the consent of the limited partners. 6. The contribution of a limited partner may be cash, property or service. 7. Dissolution does not terminate the partnership. 8. Partnership with a capital of three thousand pesos or more, in money or property, shall appear in a public instrument, and recorded at SEC. Failure shall not affect the liability of a partnership and members thereof to third person. 9. A sale of all or substantially all of the stock corporation's properties and assets, including its goodwill must be authorized by the vote of at least majority of the stockholders. 10. In nonstock corporations where there are no members with voting rights, sale of all or substantially all of the properties and assets, including its goodwill must be authorized by the vote of at least majority of the trustees. 1 1. In stock corporations, stockholders entitled to vote shall have the right to vote the number of shares of stock standing in their own names in the stock books of the corporation at the time fixed in the bylaws or where the bylaws are silent, at the time of the election. 12. Place of residence of a corporation shall be its place where the principal office is established. 13. Banks, trust companies, insurance companies, public utilities, and building and loan associations are permitted to issue no-par value shares of stock. 14. Stock corporations shall not be required to have a minimum capital stock. 15. Shares without par value may not be issued for a consideration less than the value of five (P5.00) pesos per share