ESSAY 

1.     The contents of the Articles of Incorporation are expressly provided by law. What is the purpose of every content required by law? 

2.     The contents of the Bylaws are expressly provided by law. What is the purpose of the law why the required contents must be in the bylaws?

3.     Why are corporations required to keep corporate books? 

4.     What are the ease of doing business provisions are expressly provided in the Revised Corporation Code?

5.     Are corporations allowed to declare dividends out of additional paid-in capital? 

6.     XYZ Corporation has P100.00 par value shares with authorized capital stock of P15 Billion Pesos. The shares were partially issued. The directors and the stockholders have resolved to implement stock split by decreasing the par value of its shares from P100.00 to P1.00. The stock split will increase the number of shares but not on the authorized capital stock. This is in preparation for the corporation's public offering. As corporate secretary, what are the requirements of existing laws that the corporation shall comply to implement the corporate act. 

7.     ABC Incorporated has an authorized capital stock classified into common and voting preferred shares. Out of common shares, there are founder's shareholders given the right to vote and be voted for five years from January 28, 2010, the approval of the SEC. On October 8, 2020 election of the directors, "Z", a preferred shareholder filed his candidacy. The corporate secretary rejected his application on ground that "Z" is not entitled to be voted being a preferred shareholder. Is the action of the corporate secretary valid?

8.     The proposed amendments to the by-laws of a non-stock corporation provide that class "A" members are entitled to cast 1000 votes; class "B" members are entitled to cast 500 votes; class "C" members are entitled to just one vote and honorary members are not entitled to any vote in corporate acts. A member filed an opposition to the proposed amendments. As corporate secretary, what will be your advice to the member who raised opposition thereto?

9.     CDE Corporation is engaged in air transport business. Presently, is owned by Filipino citizens. The corporation needs a substantial amount of fresh capital to expand its operations thus invited foreign investors willing to invest. The foreign investors proposed and imposed the condition that "majority of the seats in the Board and the President will be held by foreign investors". The present Filipino stockholders agreed on the condition and sealed the agreement with said foreigners. Was the agreement valid? 

10.  The proposed corporation has capital structure in its Articles of Incorporation "The shares of stocks are all classified as non-voting preferred shares". Is there any ground under existing laws to deny the registration?