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.

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Question 61

1pts

In 2019, Corporation "A" passed a board resolution removing "X" from his position as manager of said corporation. The by-laws of "A" corporation provides that the officers are the president, general-manager, treasurer and secretary. Upon complaint filed with the SEC, it held that the general manager could be removed by mere resolution of the board of director

On motion for reconsideration, "X" alleged that he could only be removed by the affirmative vote of the stockholders representing 2/3 of the outstanding capital stock. Is "X's" contention legally tenable.

Group of answer choices

No, the required vote is majority of the BOD consented by majority of the outstanding capital stock.

Yes, the voting requirement is only 2/3 of the outstanding capital stock.

No, the voting requirement is only majority of the Board of Directors.

No, the vote required is majority of the board and 2/3 OCS consenting

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Question 62

1pts

It is a theory on the formation of corporation that treats a corporation as "the reality of the group as a social and legal entity, independent of State recognition and concession

Group of answer choices

Theory of corporate enterprise

Gennosenshaft Theory

Concession Theory

Economic unit Theory

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Question 63

1pts

A corporation created in strict or substantial conformity with the statutory requirements for incorporation and whose right to exist as a corporation cannot be successfully attacked even in a direct proceeding for that purpose by the State is known as: (Phil CPA, 91-2)

Group of answer choices

Corporation by estoppel

De facto corporation

De jure corporation

Non-stock corporation

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Question 64

1pts

Which of the following is not a requisite for the existence of a de facto corporation? (Phil CPA, 87-2)

Group of answer choices

An attempt in good faith to form a corporation according to the requirements of law.

The organization is not registered in the Securities and Exchange Commission

A user of corporate powers. There must be a transaction of business in some ways as if it were a corporation.

The existence of a valid statute under which a corporation, with some of the purposes in question can be formed.

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Question 65

1pts

The following defects will preclude the creation of even a de facto corporation:

Group of answer choices

The name of the corporation closely resembles that of a pre-existing corporation that it will tend to deceive the public.

Answer not given.

The incorporators of a certain number of them are not residents of the Philippines.

Lack of Certificate of Incorporation from the Securities and Exchange Commission.

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Question 66

1pts

Statement 1. Corporators are those who compose a corporation, whether as stockholders or shareholders in a stock corporation or as members in a nonstock corporation.

Statement 2. Incorporators are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof.

Group of answer choices

Statement I is true, but statement II is false.

Both statements are true.

Statement I is false, but statement II is true.

Both statements are false.

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Question 67

1pts

Statement 1. Shares of capital stock issued without par value shall be deemed fully paid and non-assessable and the holder of such shares shall not be liable to the corporation or to its creditors in respect thereto.

Statement 2. No-par value shares must be issued for a consideration of at least Five pesos (P5.00) per share.

Group of answer choices

Statement I is true, but statement II is false.

Both statements are false.

Both statements are true.

Statement I is false, but statement II is true.

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Question 68

1pts

Statement 1. The classes and number of shares which a corporation shall issue are first determined by the incorporators as stated in the articles of incorporation filed with the Securities and Exchange Commission.

Statement 2. After the corporation comes into existence, they may be altered by the board of directors and the stockholders by amending the articles of incorporation.

Group of answer choices

Statement I is false, but statement II is true.

Both statements are false.

Both statements are true.

Statement I is true, but statement II is false.

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Question 69

1pts

It means that in the absence of any provision in the articles of incorporation and in the certificate of stock to the contrary, all stocks, regardless of their class nomenclature, enjoy the same rights and privileges and subject to the same liabilities.

Group of answer choices

Separate entity Doctrine

Doctrine of Limited Capacity

Piercing the Veil doctrine

Doctrine of Equality of Shares

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Question 70

1pts

The following may be the consideration of the shares of stock of a corporation, except:

Group of answer choices

amounts transferred from unrestricted retained earnings.

service to be performed by a lawyer on the propose increase in capital stock of the corporation.

previously incurred indebtedness of the corporation.

actual cash paid to the corporation.