Please answer,

Henry Sy owns 90% of common shares of SM Prime. On the other hand, SM prime owns 80% of common stocks of SMDC. Henry Sy is an interlocking director of both corporations. If SMDC becomes insolvent, which of the following is TRUE?

Henry Sy and SM Prime are generally liable because of the doctrine of piercing the veil of corporate fiction.

Henry Sy and SM Prime are not generally liable to SMDC's unpaid creditors because of the doctrine of separate juridical personality and limited liability rule.

SMDC's unpaid creditors can absolutely go after the assets of SM Prime because the parent corporation and subsidiary corporation are considered as one

SMDC's unpaid creditors can absolutely go after the separate assets of Henry Sy because SMDC is a mere alter ego of Henry Sy

SMC Inc. owns 90% of common stocks of Magnolia Co. All the inventories of SMC Inc. are produced directly by Magnolia Co. Aside from that, Magnolia pays the obligations of SMC to the suppliers. All the business operations of SMC Inc. are conducted using the assets and facilities of Magnolia Co. If Magnolia becomes insolvent, which of the following is TRUE?

Magnolia's unpaid creditors may go after the separate assets of SMC because the facts indicate that Magnolia is a mere alter ego or mere instrumentality of SMC that will warrant the piercing the veil of corporate fiction

Magnolia's unpaid creditors can absolutely go after the assets of SM Prime because stockholders are solidarily and subsidiarily liable for the unpaid creditors of the corporation

Magnolia can always go after SMC because piercing the veil of corporate fiction is a substantive right that may be availed by the unpaid creditors in case of insolvency of a corporation

Magnolia's unpaid creditors can never go after SMC because of the principle of separate juridical personality and limited liability rule.

Which of the following need not have a legislative grant for it to be bound by a contract?

De facto corporation

Corporation by aggregate

De jure corporation

Corporation by estoppel or ostensible corporation

Which corporation need Not file an article of incorporation or need Not have a legislative grant to obtain juridical personality?

Corporation by prescription

De facto corporation

Corporation sole

De jure corporation

Incidental power of a corporation refers to a power that attaches to a corporation at the moment of its creation without regard to its express power or primary purpose. It arises from its being a juridical personality engaged in business. Which of the following is an INCIDENTAL POWER of a corporation?

Right to make donation to politician or political party.

Right to sue and be sued

Right to enter into merger or consolidation with another entity

Right to declare dividends

A, B, C, D, and E are general partners in ABCDE Partnership. No one is appointed as managing partner. Which is CORRECT?

All the partners shall be considered agents and whatever any one of them may do a lone shall bind the partnership

Majority vote is enough for act of strict dominion

Unanimous vote is necessary for the validity of the act of management

The vote of controlling partner shall prevail incase of dispute in act of management

A owed XYZ, whose managing partner is B, P5,000. A also owed B P10,000. A paid P4,500 to B and B receipted the whole amounts in his own name. Which is CORRECT?

The P4,500 payment shall be applied in full to B's credit

The P4,500 payment shall be applied as follows: P3,000 for debt to the partnership and P1,500 for debt to B

The P4,500 payment shall be applied in full to the partnership's credit

The P4,500 payment shall be applied as follows: P1,500 for debt to the partnership and P3,000 for debt to B

A owed XYZ whose managing partner is B, P4,500. A paid P4,500 to B and B receipted the whole amounts in XYZ's name. Which is CORRECT?

The P4,500 payment shall be applied in full to B's credit

The P4,500 payment shall be applied as follows: P1,500 for debt to the partnership and P3,000 for debt to B

The P4,500 payment shall be applied as follows: P3,000 for debt to the partnership and P1,500 for debt to B

The P4,500 payment shall be applied in full to the partnership's credit

A is indebted to the partnership for P9,000. B is the managing partner and C is another partner, to whom A is also indebted for P3,000. A paid the P3,000 to C and C receipted the payment in his own name. Which is CORRECT?

The payment is fully applied to the obligation to the partnership.

The payment of A shall be applied as follows:P750 to partnership's credit and P2,250 to C's credit

The payment of A shall be applied as follows:P2,250 to partnership's credit and P750 to C's credit

The payment of A is fully applied to the obligation to C

D was a newly admitted partner investing P4,000 in ABC partnership. A, B and C each contributed P10,000 each. After D's admission, ABC partnership borrowed P40,000 from E. Their operations became not profitable and they decided to liquidate their liability to E. How much can D get reimbursement from A, B, and C respectively?

P200 each

P500 each

P300 each

P265.705 each

A, B, C, d and E are partners in ABC limited partnership. Both C and D are limited partners while E is an industrial partner. D is appointed as managing partner. The partnership became insolvent. Unpaid partnership liabilities amounted to P6M after exhaustion of partnership assets.), how much is ultimately shouldered by the partners from the said unpaid liabilities of the partnership?

P1.25M each from A and B

P3M each from A and B

P2M each from A, B and E

P1.2M each from A, B, C, D and E

A, B, C, d and E are partners in ABC limited partnership. Both C and D are limited partners while E is an industrial partner. D is appointed as managing partner. The partnership became insolvent. Unpaid partnership liabilities amounted to P6M after exhaustion of partnership assets. How much may the unpaid partnership creditor collect from the partners?

1.25M each from A and B

P2M each from A, B and E

P1.2M each from A, B, C, D and E

3M each from A and B

A limited partner's interest in a limited partnership is

Waivable

Not assignable

Assignable

Not Waivable

The following are automatic causes of dissolution of a general partnership, EXCEPT

By the termination of the definite term or particular undertaking specified in the agreement

By the insolvency of any partner or of the partnership

By the civil interdiction of any partner

By the insanity of a partner as declared in any judicial proceeding

The following are causes of dissolution of a general partnership which still require decree of court, EXCEPT

When a partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business

When business of the partnership can only be carried on at a loss

When a partner wilfully or persistently commits a breach of the partnership agreement

When a partner withdraws or retires at any time

Three of the following enumerations are rights of a general partner in a limited partnership which are also enjoyed by a limited partner. Which among them is not enjoyed by a limited partner?

To have dissolution and winding up by decree of court

To have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable

To have all the rights and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners

To have the books of the partnership kept at the principal place of business of the partnership, and at a reasonable hour to inspect and copy any of them

This share can be acquired by the corporation

No-Par value shares

Par value shares

Founder's share

Redeemable shares

A class of stock which entitles the holders to a dividend if there are profits for a certain period sufficient to pay their dividend, and if there are no profits, they loss it forever is

Guaranteed stock

Preferred stock as to assets

Non-participating preferred stocks

Non-cumulative preferred stock

The by-laws of a corporation may create a executive committee, composed of not less than three members of the board of directors to be appointed by the board. The executive committee may act, by majority vote of all its members on such specific matters within the competence of the board, as may be delegated to it in the by-laws or on majority vote of the board, EXCEPT

Distribution of cash dividends

Amendments or repeal of by-laws or adoption of new by-laws

All of the answers

Approval of any action for which shareholder's approval is also required

Filling of vacancies in the board

Which of the following qualifications is necessary in order that one may be elected president of a corporation?

He must be a director of the corporation

He must not be a president of any corporation

He must not be a stockholder or director of a c competitor corporation

He must be a citizen and a resident of the Philippines