Question 41

1pts

Alma, Baby and Chona agreed to form a limited partnership with Alma and Baby as general partners contributing P50,000.00 each, and Chona as limited partner contributing P100,000.00. The partnership which is to engage in the trading of garments was named "ABC Garments Co., Limited" as indicated in the certificate signed and sworn to by the partners before a notary public. However, the certificate was not filed with the Securities and Exchange Commission. In the meantime, the partners already begun operating the business and transacting with third persons.

Group of answer choices

Alma, Baby and Chona will be considered separate as sole proprietors with each one having a capital equivalent to their respective contributions.

The partnership entered into by the Alma, Baby and Chona is void.

The partnership will be considered a limited partnership as indicated in its name. Only Alma and Baby will be liable with their separate property after the exhaustion of partnership assets.

The partnership will be considered a general partnership. Accordingly, all partners will be liable with their separate property after the exhaustion of partnership assets.

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Question 42

1pts

Unless otherwise provided in a general partnership agreement which of the following statements is correct when a partner dies?

The deceased partner's executor would automatically become a partner

The decreased partner's estate would be free from any partnership liabilities

The partnership would be dissolve automatically

a.Yes

Yes

Yes

b.Yes

No

No

c.No

Yes

No

d.No

No

Yes

Group of answer choices

c

b

d

a

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Question 43

1pts

A, B and C formed a limited partnership, with A as a general partner, while B and C as limited partners, with the following contributions:

1 A contribute a specific parcel of land

2 B to contribute P10,000, the first P5,000 upon formation, and the last P5,000, 10 days after formation.

3. C contributed a specific car as was stated in the article of partnership, when in fact it was not contributed.

If the partnership was dispossessed of the land contributed by A after delivery to the partnership by the real owner, the effect will be:

Group of answer choices

The partnership will be dissolved

A is considered a debtor of the partnership

A is to answer for warranty against eviction.

A is considered a trustee of the land for and in behalf of the partnership

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Question 44

1pts

A, B, C, and D are partners of the firm "ABCEDE" engaged in the buying and selling of land. A parcel of land registered in the name "ABCEDE" was sold by A in his own name. Does the buyer become the owner of the land?

Group of answer choices

The buyer becomes the owner of the naked title of the land.

The buyer owns the naked title and gets the equitable interest of the firm insofar as the land is concerned.

The buyer does not become the owner of the land. However, he gets the equitable interest of the firm insofar as the land is concerned.

The buyer does not acquire any ownership over the land.

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Question 45

1pts

Which of the following is not correct? In a limited partnership composed of A, B and C, the contribution may be as follows: (Phil CPA, 97-2; 98-1)

Group of answer choices

A - property (limited partner); B - services (general partner); C - cash (general partner).

A - cash (limited partner); B - cash (general partner); C - services (general partner).

A - services (limited partner); B - cash (general partner)

A - cash (limited partner); B - property (general partner); C - services (general partner).

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Question 46

1pts

A corporate term for a specific period may be extended or shortened by amending the articles of incorporation. Provided, That no extension may be made earlier than ____________ years prior to the original or subsequent expiry date(s) unless there are justifiable reasons for an earlier extension as may be determined by the Commission.

Group of answer choices

Five (5)

Three (3)

Two (2)

Four (4)

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Question 47

1pts

Statement 1. A corporation whose term has expired may, at any time, apply for a revival of its corporate existence, together with all the rights and privileges under its certificate of incorporation and subject to all of its duties, debts and liabilities existing prior to revival.

Statement 2. Upon approval by the Commission, the corporation shall be deemed revived and a certificate of revival of corporate existence shall be issued, giving it perpetual existence, unless its application for revival provides otherwise.

Group of answer choices

1st statement is true and 2nd statement is false

Both statement are false

Both statements are true

1st statement is false and 2nd statement is true

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Question 48

1pts

No application for revival of certificate of incorporation shall be approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency in the following, except:

Group of answer choices

banks, banking and quasi-banking institutions

non-stock savings and loan associations (NSSLAs)

preneed, insurance and trust companies

food and beverage companies

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Question 49

1pts

Statement 1. Any person, partnership, association or corporation, singly or jointly with others but not more than fifteen (15) in number, may organize a corporation for any lawful purpose or purposes.

Statement 2. Natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, shall not be allowed to organize as a corporation unless otherwise provided under special laws. Incorporators who are natural persons must be of legal age.

Group of answer choices

Both statements are false.

Both statements are true.

Statement I is true, but statement II is false.

Statement I is false, but statement II is true.

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Question 50

1pts

A private corporation organized under the corporation law commences to have corporate existence and juridical personality and its deemed incorporated from:

Group of answer choices

When the articles of incorporation is notarized by a Notary Public.

When the articles of incorporation and by laws are presented and received by the Security and Exchange Commission and the filing fee is paid.

The date when the articles of incorporation is signed by the incorporators.

From the date the SEC issues a certificate of incorporation under its official seal.

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Question 51

1pts

The capital stock of ABC Corporation is divided into common shares and preferred shares. Preferred shares are preferred as to dividends and common shares are those shares which have the regular and ordinary attributes of a share of a corporation. Which statement is most accurate?

Group of answer choices

This kind of classification may not be allowed or else it will violate the Doctrine of Equality of shares.

Classifications of shares is mainly for business purpose to attract investors.

Classifications of shares may be allowed with the approval of the stockholders and the Board of Directors.

Classifications of shares may be allowed for as long as it is clearly stated as such in the Articles of Incorporation of the Corporation.

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Question 52

1pts

X is a director in T Corp. who was elected to a 1-year term on Feb. 1, 2010. On April 11, 2010, X resigned and was replaced by R, who assumed as director on May 17, 2010. On Nov. 21, 2010, R died. S was then elected in his place. Until which time should S serve as director? (2011 Bar)

Group of answer choices

Feb. 1, 2011

May 17, 2011

Nov. 21, 2011

April 11, 2011

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Question 53

1pts

In the meeting of the board of directors of Grand Corporation, a construction company, held on March 31, 2009, directors A, B, C, D and E were present among the 9 directors. The meeting had for its agenda the following:

I. The appointment of a new treasurer.

II. The approval of the contract for the purchase of cement worth P50,000.00 from X Construction Supplies Co

When the voting took place, directors A, B, C and D voted for the election of Y as the new treasurer; and directors A, B and C voted for the approval of the contract with X Construction Supplies.

Group of answer choices

The election of Y as the new treasurer is not valid; the approval of the contract with X Construction Supplies is valid.

Both corporate acts are not valid

Both corporate acts are valid.

The election of Y as the new treasurer is valid; the approval of the contract with X Construction Supplies is not valid.

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Question 54

1pts

Contracts between a corporation and third persons must be made by or under the authority of its: (Phil CPA, 93-1; 96-1)

Group of answer choices

General Manager.

Board of Directors

President and Chief Operating Officer

Stockholders

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Question 55

1pts

The term of office of Mr. Carlito as member of the board is about to expire on May 10, 2018. On May 12, 2018 a special meeting was called to fill up the vacancy in the board. Mr. Vladimir got the highest number of votes; however, Mr. Vladimir is not a shareholder.

Group of answer choices

Mr. Vladimir is entitled to office because he got the highest number of votes and the term of Mr. Carlito is already expired.

Mr. Carlito is entitled to hold office despite that his term is already expired because Mr. Vladimir is not qualified to be a director not being a shareholder. Hence, the incumbent director Mr. Carlito shall serve until his successor is elected and qualified.

Mr. Carlito is no longer a director because Mr. Vladimir is qualified to be a director

Mr. Vladimir is the new director because he got the highest number of votes.

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Question 56

1pts

Statement 1: Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as secretary and treasurer at the same time.

Statement 2: Immediately after their election, the directors of a corporation must formally organize by the election of a president, who shall be a director, a treasurer who may or may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws.

Group of answer choices

Both statements are false.

Both statements are true.

Statement I is true, but statement II is false.

Statement I is false, but statement II is true.

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Question 57

1pts

Statement 1. Each incorporator of a stock corporation must own or be a subscriber to at least one (1) share of the capital stock.

Statement 2. A corporation shall have perpetual existence unless its articles of incorporation provides otherwise.

Group of answer choices

Statement I is false, but statement II is true.

Both statements are true.

Statement I is true, but statement II is false.

Both statements are false.

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Question 58

1pts

Statement 1. Any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock.

Statement 2. The articles of incorporation of a nonstock corporation may be amended by the vote or written assent of majority of the trustees and at least two-thirds (2/3) of the members.

Group of answer choices

Statement I is false, but statement II is true.

Both statements are false.

Statement I is true, but statement II is false.

Both statements are true.

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Question 59

1pts

Statement 1. All persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities and damages incurred or arising as a result thereof:

Statement 2. If a corporation does not formally organize and commence its business within five (5) years from the date of its incorporation, its certificate of incorporation shall be deemed revoked as of the day following the end of the five-year period.

Group of answer choices

Statement I is true, but statement II is false.

Both statements are false.

Statement I is false, but statement II is true.

Both statements are true.

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Question 60

1pts

Statement 1. If a corporation has commenced its business but subsequently becomes inoperative for a period of at least five (5) consecutive years, the Commission may, after due notice and hearing, place the corporation under delinquent status.

Statement 2. A delinquent corporation shall have a period of two (2) years to resume operations and comply with all requirements that the Commission shall prescribe.

Group of answer choices

Both statements are false.

Statement I is false, but statement II is true.

Statement I is true, but statement II is false.

Both statements are true.