PLEASE HELP ME! CAN YOU ANSWER WITH LETTER ONLY YOU DON'T HAVE TO EXPLAIN IT! JUST LETTER. ASAP

1.If ABC Corporation will increase its authorized capital stock, the Revised Corporation Code requires -

a.The approval of the majority of the Board of Directors only;

b.The approval of the majority of the stockholders and the Board of Directors;

c.The approval of 2/3 of the shareholders of the outstanding capital stock as well as the approval of the Securities and Exchange Commission

d.The approval of the majority of the Board of Directors and approval of the shareholders representing 2/3 of the outstanding capital stock and the SEC.

2.X is a minority stockholder of DDD Corporation. D is a member of the Board of Directors of DDD Corporation and at the same time he is the President. X believes that D is mismanaging DDD Corporation hence, as a stockholder and in behalf of the other stockholders, he wanted to sue Y. Which statement is most accurate?

a.X can institute a derivative suit in behalf of himself as a stockholder;

b.A derivative suit must be instituted in behalf of the corporation;

c.Derivative suit is an exclusive remedy that X can institute;

d.Derivative suit is not the remedy in this situation.

3.The following statements are correct except:

a.A corporation has the power to sue.

b.A corporation has the power to invest its corporate funds in another business.

c.A corporation has the power to enter into contracts.

d.A corporation cannot enter into a contract of partnership as partner if not expressly empowered to enter into partnership contract in its articles of incorporation.

4.Which of the following refers to the right of a stockholder to subscribe to all issuance of shares by the corporation which can be denied in the articles of incorporation?

a.Preemptive right

b.Right of first refusal

c.Appraisal right

d.Right to vote

5.Which of the following dividend declaration needs concurring approval of the Board of directors and the stockholders representing 2/3 of the outstanding capital stock?

a.Cash dividend

b.Stock dividend

c.Property dividend

d.Stock rights offering

6.A dividend may be declared by a corporation to its stockholders of record out of which of the following:

a.Restricted retained earnings

b.Unrestricted retained earnings

c.Additional Paid-in capital

d.Surplus Profits

7.Which of the following is not considered one of the purposes for decrease of authorized capital stock?

a.Return of capital

b.Cancellation of subscription receivable

c.Retirement of redeemed shares

d.Re-issuance of treasury shares

8.The following statements are incorrect except:

a.When a corporation enters into a management contract, the articles of incorporation must be amended to empower the corporation.

b.When a corporation invest its corporate funds in another business, it shall always be in a business allied to its business activities.

c.Investments of corporate funds always requires the concurring approval of the Board of Directors and stockholders representing 2/3 of the outstanding capital stock.

d.Where the investment by the corporation is reasonably necessary to accomplish its primary purpose as stated in the articles of incorporation, the approval of the stockholders or members shall not be necessary.

9.Stock corporations are prohibited from retaining surplus profits in excess of one hundred percent (100%) of their paid-in capital stock, except in three of the following instances cited hereunder. Which of the following statements does not fall on the exceptions?

a.When justified by definite corporate expansion projects or programs approved by the board of directors

b.When the corporation is prohibited under any loan agreement with financial institutions or creditors, whether foreign or local from declaring dividends without their consent

c.When it can be clearly shown that such retention is necessary under special circumstances obtaining in the corporation, such as when there is no special reserve for probable contingencies

d.When the corporation's stockholders has not fully paid their subscriptions.

10.The following statements are correct except:

a.A corporation has the power to acquire its own share regardless of the existence of unrestricted retained earnings.

b.A corporation has the power to acquire its own share provided that the corporation has unrestricted retained earnings in its books to cover the shares to be purchased or acquired.

c.Subject to the existence of unrestricted retained earnings, a corporation has the power to purchase its own shares to eliminate fractional shares arising out of stock dividend.

d.Subject to the existence of unrestricted retained earnings, a corporation has the power to purchase its own shares to collect or compromise an indebtedness to the corporation arising out of unpaid subscription, in a delinquency sale, and to purchase delinquent shares sold during said sale.

11.The following statements may pertain to the express powers of a corporation.

I.A corporation may establish pension, retirement, and other plans for the benefit of its directors, trustees, officers and employees; and

II.Domestic corporations may give donations in aid of any political partyor candidate or for purposes of partisan political activity.

a.Both statements are true.

b.Both statements are false

c.Statement I is true; Statement II is false

d.Statement I is false; Statement II is true.

12.The right of a stockholder to demand payment of the fair value of his shares when he dissents from certain corporate acts is known as:

a.Preemptive right

b.Appraisal right

c.Redemption right

d.Appreciation right

13.A corporation may acquire its own shares for a legitimate purpose provided it has unrestricted retained earnings. In which of the following acquisitions is the requirement of unrestricted retained earnings not imposed?

a.When the acquisition is made to eliminate fractional shares.

b.When delinquent shares are acquired in a delinquency sale.

c.When redeemable shares are repurchased in accordance with the terms provided in the articles of incorporation.

d.When shares are acquired from stockholders who exercised their appraisal right.

14.The following statements are correct except:

a.It is a corporate principle that the preemptive right may be waived by the stockholder, either expressly or impliedly or it may be lost by inability or failure to exercise it.

b.If the entire number of shares to which the stockholder is entitled to subscribe is offered to him and he subscribe only to a portion thereof, the stockholder is deemed to have impliedly waived his right to subscribe to the balance.

c.A stockholder who neither desires nor intends to buy any of the stocks may waive such right, in which event, the shares may be offered to any interested persons acceptable to the corporation.

d.Preemptive right is an absolute right of a stockholder which can never be denied in the articles of incorporation.

15.When a corporation performs acts, which are within its express powers, the corporation is deemed to have performed:

a.Intra-vires Acts

b.Ultra Vires Acts

c.Incidental Acts

d.Valid Acts

16.They exercise the corporate powers, conduct all business and control all the properties of the corporation?

a.Corporate Officers

b.Stockholders

c.Incorporators

d.Board of directors/trustees

17.They managed the corporation and perform such duties as may be provided in the bylaws and/or as resolved by the board of directors/trustees?

a.Executive committee

b.Officers

c.Replacement Director

d.Emergency Director

18.The following positions in a corporation are presented to you: (I) President ; (II) Treasurer; (III) Corporate Secretary; (IV) Chairman of the Board. Who of the foregoing must be a director of the corporation at the same time?

a.I and II

b.III and IV

c.I and III

d.I and IV

19.Who may or may not be a director of a corporation?

a.Treasurer

b.Corporate Secretary

c.Both (a) and (b)

d.Neither (a) nor (b)

20.These statements are presented to you: (I) The members of board of directors of a corporation may provide for themselves compensation other than per diems. (II) A director who receives compensation as such may also be given separate compensation if he serves the corporation in another capacity like the president who is required to be a director. In your evaluation of the foregoing statements:

a.Both statements are true

b.Both statements are false.

c.Only Statement I is true

d.Only Statement II is true.

21.The following statements are correct except:

a.Directors or trustees shall not participate in the determination of their own per diems or compensation.

b.In the absence of any provision in the bylaws fixing the compensation of the directors or trustees, they shall not receive any compensation in their capacity as such except for reasonable per diems.

c.In no case shall the total compensation of directors exceed ten percent (10%) of the gross income of the corporation before income tax of the corporation during the preceding year.

d.In no case shall the total yearly compensation of directors exceed ten percent (10%) of the net income before income tax of the corporation during the preceding year.

22.The following statements are incorrect except:

a.Any vacancy in the Board of Directors can be filled-up by the Board of directors constituting a quorum.

b.When the vacancy in the Board arises as a result of the removal by the stockholders, the election may be held on the same day of the meeting authorizing the removal and this fact must be so stated in the agenda and notice of said meeting.

c.The board of directors may be removed by the stockholders representing majority of the outstanding capital stock in a meeting called for a purpose.

d.A director shall remain in his office until his term expires although he ceased to own at least one share.

23.X, the Presidentof XYZ Corporation, was authorized by the Board of Directors of XYZ Corporation to obtain a loan from YYY Bank and to sign documents in behalf of the corporation. X personally negotiated for the loan and got the loan at very low interest rates. Upon maturity of the loan, XYZ Corporation was unable to pay. Which statement is most accurate?

a.Because X was personally acting in behalf of the Corporation, he can be held personally liable.

b.X, as President, cannot be personally held liable for the obligation of the corporation even though he signed all the loan documents, because the loan was authorized by the Board.

c.YYY Bank can choose as to who it wants to hold liable for the loan.

d.If XYZ Corporation cannot pay, X can be held subsidiarily liable.

24.The term of one (1) year of the Board of Directors of BBB Corporation expired last

February 29, 2020. No new election of the Board of Directors was called, hence, the existing members of Board continue as Directors in hold over capacity. Which statement is most accurate?

a.This is allowed provided there is a valid and justifiable reason for not calling for an election of the new members of the Board.

b.This is not allowed because the term of the directors must only be for one (1) year.

c.The positions of the members of the Board of directors will be automatically declared vacant.

d.Acting as members of the Board of directors in a hold over capacity must be ratified by the stockholders.

25.For the purpose of interlocking directorate, an interlocking director's interest in a corporation is considered substantial if it is:

a.At least 20%

b.More than 20%

c.At least 25%

d.Moe than 25%

26.To constitute a quorum for the transaction of a corporate business, only a majority of the number of Board of Directors is required:

a.As fixed by the corporate bylaws.

b.As fixed in the Articles of Incorporation.

c.Actually serving in the Board

d.Actually serving in the board but constituting a quorum.

27.What vote is needed to consider every decision to be a valid corporate act?

a.a majority of the directors present at the meeting

b.two-thirds of the directors present at the meeting

c.a majority of the directors present at the meeting at which there is a quorum

d.two-thirds of the directors present at the meeting at which there is a quorum.

28.The following statements are incorrect except:

a.A director individually and as such can bind the corporation since he is an agent of the corporation.

b.A director is required to be an owner of at least one share of stock of a corporation. However, he continues to be a director although he has disposed all his shares provided the term for which he was elected has not yet expired.

c.The President of the corporation may validly hold the office of the President and the Corporate Secretary.

d.The Office of the President and the Treasurer in a corporation cannot be held by one and the same officer.

29.Which of the following could be a number of directors of a stock corporation under the Revised Corporation Code of the Philippines?

a.4

b.20

c.16

d.21

30.The following statements are correct except:

a.When a vacancy in the board arises from the death of a directors such vacancy may be filled by the remaining directors, provided they still constitute a quorum.

b.The corporate officers shall manage the corporation and perform such duties as may be provided in the bylaws and/or as resolved by board of directors.

c.The Board of directors shall exercise the corporate powers, conduct all business and control all properties of the corporation.

d.The President of the corporation need not be a director.

31.The following statements are incorrect except:

a.A contract entered into by the corporation with one of its directors is valid when such contract is ratified by the stockholders representing two-thirds (2/3) of the outstanding capital stock.

b.A contract entered into by the corporation with one of its directors is voidable ifsuch contract is not ratified by the stockholders representing two-thirds of the outstanding capital stock.

c.A contract entered into by the corporation with the spouse of one of the directors is valid if ratified by the stockholders representing two-thirds (2/3) of the outstanding capital stock.

d.A contract entered into by the corporation with the nephew of one of its board of directors is valid and cannot be subject of an action for invalidation even such contract is not ratified by the stockholders representing two-thirds (2/3) of the outstanding capital stock.

32.The following statements are correct except:

a.The treasurer of the corporation must be resident of the Philippines under the Revised Corporation Code?

b.The corporate secretary of the Corporation must be Filipino and resident of the Philippines under the Revised Corporation Code.

c.Compliance Officer is a statutory officer for corporations vested with public interest.

d.The Board of Directors has the power to create an office for a corporate officer under the Revised Corporation Code.

33.Which of the following are not required under the Revised Corporation Code to have Independent Directors in their Board of Directors?

a.Corporations with equity securities listed in the exchange.

b.Corporations with securities registered under the provisions of the Securities Regulation Code.

c.Corporations which are considered public companies under the Securities Regulation code

d.Ordinary Stock corporations.

34.XYZ Corporation has outstanding 500,000 common shares and 500,000 preferred nonvoting shares. In its books, there are 250,000 preferred treasury shares redeemed by the corporation. In the election of the board of directors how many outstanding shares of stock therein are entitled to vote?

a.500,000 common shares

b.1,250,000 combined common and preferred shares

c.750,000 preferred shares

d.None of the foregoing.

35.The following statements are incorrect except:

a.The stockholders elect the corporate officers of the corporation.

b.A stockholder who was convicted by final judgment of an offense involving imprisonment for a period of six years within the five-year period prior to election is qualified as board of director if he gets elected.

c.Majority of the directors must be residents of the Philippines under the Revised Corporation code.

d.There is no residency requirement with respect to the directors of a domestic corporation under the Revised Corporation Code.

36.The following statements are correct except:

a.Private corporation is a corporation formed for a private purpose or end under the provisions of the Revised Corporation Code.

b.De facto corporation is a corporation that is defectively formed but there is an exercise of corporate powers resulting from an attempt in good faithto incorporate on the part of its stockholders.

c.Certificate of Incorporation is the document issued by the Securities and Exchange Commission which confers juridical personality upon a corporation.

d.A corporation cannot be formed for more than one purpose or business activity.

37.The following statements are incorrect except:

a.A corporation cannot be a stockholder of another corporation.

b.Majority of the incorporators are required by law to be residents of the Philippines.

c.A De Jure corporation is created in strict compliance with all the legal requirements and whose right to exist as a corporation cannot be successfully attacked in a direct proceeding for that purpose by the State.

d.The continuous inoperation of a corporation for a period of at least five years will not result in its automatic dissolution.

38.Shares that may be issued at a price lower than P5.00 per share are:

a.Par value shares

b.No-Par value shares

c.Both (a) and (b)

d.Neither (a) nor (b)

39.Which of the following provisions in the articles of incorporation cannot be amended?

a.Name of corporation

b.Number and Name of Incorporators

c.Term of existence

d.Primary purpose

40.Which of the following is not a qualification of incorporators of a stock corporation?

a.They must be natural persons.

b.They must be of legal age if natural persons.

c.Majority of them must be residents of the Philippines

d.They must be subscribers to at least one (1) share of stock of the corporation.

41.Which of the following provision in the articles of incorporation cannot be amended?

a.Number of the board of directors

b.Authorized Capital Stock

c.Term of Existence

d.Names, nationalities and residences of the first set of the board of directors in the articles of incorporation.

42.The following statements are correct except:

a.Subscribed capital stock refers to that part of the capital stocks which is subscribed, whether fully paid or unpaid.

b.Stock Certificate is the document which evidences the interest of a stockholder in a corporation and in its property.

c.Watered stock is a share of stock that is sold below its par value or issued price.

d.A share of stock is a tangible personal property.

43.Which of the following is required in the articles of incorporation?

a.Number of the board of directors.

b.Principal office address

c.Treasurer's Certification on the paid-up capital.

d.Quorum required in stockholders' meetings.

44.Unknown to the other four proponents, Enrico (who had been given the task of attendingto the Articles of Incorporationof the proposed corporation, ABCDE Incorporated, misappropriatedthe filing fees and never filed the Articles of Incorporation with the Securities and Exchange Commission (SEC). Instead, he prepared and presented to the proposes incorporators a falsified SEC certificate approving the Articles of Incorporation on the falsified SEC Certificate, the latter began assuming and discharging the corporate powers. ABCDE Incorporated is:

a.De jure corporation

b.De facto corporation

c.Corporation by estoppel

d.None of the above.

45.What votes are needed to amend articles of incorporation of a stock corporation?

a.Majority vote of the directors and stockholders representing two-thirds (2/3) of the outstanding capital stock.

b.Majority vote of the directors and stockholders representing majority of the outstanding capital stock.

c.Majority vote of the directors and majority vote of the stockholders.

d.Majority vote of the directors and two-thirds vote of the stockholders.

46. The following pair of statements are correct except:

a.A nonstock corporation has shares of stock; A nonstock corporation are authorized to declare dividends.

b.Stockholder is a corporator of a stock corporation; Stock corporations have shares of stocks.

c.Common shares could be par value shares or NoPar value shares; Common shares are ordinary shares of stocks.

47. The following statements are incorrect except:

a.A corporation is not a juridical person.

b.A corporation is a natural person.

c.A corporation is an artificial being created by operation of law.

48. The following statements are correct except:

a.Incorporators are stockholders of a corporation originally forming a corporation and are signatories in the Articles of Incorporation.

b.The number of incorporators of a stock corporation could not be more than fifteen.

c.A corporation has no personality separate and distinct with its corporators.

49. The following statements about No-Par value shares are correct except:

a.No-par shares cannot be issued by the corporation for a consideration less than P5.00 Pesos.

b.No-par shares once issued are deemed fully paid and non-assessable.

c.No-par shares can be issued by public utility companies.

50. Which of the following entities are not allowed to issue NoPar shares:

a.Corporations allowed to access funds from the public.

b.Trading entities

c.Construction entities

51. The following statements are correct except:

a.Legal capital refers to the total par value of all issued par value shares, or the total cash or consideration received for all issued No-par value shares.

b.Stated capital refers to the capital with which a corporation whose shares are without par value commences its business and increased or diminished by subsequent capital transactions.

c.Outstanding capital stock refers to the total shares of stock issued to subscribers or stockholders whether or not fully paid (as long as there is a binding subscription agreement), including treasury shares.

52. The following statements are incorrect except:

a.A share of stock is one of the units into which the capital stock of the corporation is divided.

b.Share of stock is a tangible personal property, while stock certificate is intangible personal property.

c.Shares of stock represents the tangible interest or right which an owner has in the management, profits and assets of the corporation.

53. The following statements are correct except:

a.Common stocks are ordinary stock of a corporation which entitles the holder to a pro rata division of the dividends, without any preference or advantage over any other stockholders.

b.Par value stock are shares of stock the nominal value of which appears on the stock certificate.

c.Treasury shares have voting rights even they remain in the Treasury.

54. The following statements are correct except:

a.There are two kinds of persons under the law: natural persons and artificial persons. A corporation falls under the second kind.

b.The debts of a corporation are not the debts of the stockholders, nor are the debts of the stockholders the debts of the corporation.

c.The stockholders are the owners of assets of the corporation.

55. The following statements are incorrect except:

a.Both corporation and partnership have juridical personality.

b.A corporation has no right of succession.

c.A corporation is a natural person.

56.The articles of incorporation of Jolly Corporation provide for the issuance of 100,000 shares without par value and an issued price per share of P10.00. Which of the following may be

57.accurate subscribed and paid-up amount at the time of incorporation?

a.P250,000 and P62,500 respectively.

b.P250,000 and P250,000, respectively.

c.P1,000,000 and P1,000,000, respectively.

d.P250,000 and P250,000 respectively.

58.A corporation acquires juridical personality:

a.Upon the filing of the articles of incorporation.

b.Upon the filing of the bylaws.

c.Upon the issuance of the certificate of incorporation.

d.Within 30 days from the receipt of the notice of the issuance of the certificate of incorporation.

59.Their names are mentioned in the articles of incorporation as originally forming the corporation and are signatories thereof.

a.Corporators

b.Stockholders

c.Incorporators

d.Members

60.Which is the operative act that will give juridical personality upon a corporation?

a.The filing of the articles of incorporation.

b.The filing of the bylaws

c.The issuance of the certificate of incorporation.

d.The execution by the incorporators of the articles of incorporation which is the contract among themselves.

61.In which of the following corporations will those composing the corporation be liable as general partners?

a.Corporation by prescription

b.De facto corporation

c.Corporation by estoppel

d.De jure corporation.