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23. For the contract between the corpofaton and its directors, officers or trustees ma y not be, voidable, the , are conditions except: , follovving a. The presence of the director or trustee is not necessary for the quorum. b. The cobtractIs fair and reasonable under the circumstances. The vote of the director or trustee is not necessary for the approval of the contract. .d. Ratification by majority of the ouistanOing capital stock or members. 24. Redeemable shares may be taker i up or purchased by the corporation even , in the absence o surplus profits. e n ble price even below par value. Treasury shares may_ be reissued for a G. Only the first is . true. a. Both statements are false, d Only the first is false. b. Both are true,. ,
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25. In case of shares owned in common by two or more stockholders, the consent of either is enough i to vote the same, The pledgee or mortgagee shall have the right to vote the shares unless stipulated otherwise C.. Only the fir,st is true, statements are fa ses a. ,Both _ d. Only the first is false, b. both are true.
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26 Contracts between corpprations -with nteriocking directors shall only be voidable and not void because of the nominal interest of the director. ) Management cdntrapts shall be approved by 2/0 vote of the directors and stockholders of both managed and managi9g.corpoi .atiee, C. , Both are false. a. Only the first statement is, false, , d: Only the first is true. b. Both are true. 27.- Vacancy in the board of directors can be filled up by the remaining directors in the following cases, except. C. Death of a dirpctor. a. Increase in the number of directors. . d. None of the above. le. Resignation of a director. 28. The following are requisites for de facto corporation , except one: a. . Valid law under which it is incorporated. te. Actual use of Corporate powers. c. Attempt in good faith to organize. d. Non-issuance by the -tEC of certificate of incorporation 9. In an open Corporation, only in certain case do stockholders have appraisal right of dissenting stockholders while in a close corparetion stockholders can at anytime for whatever reason demand payment _ , of surrendered sliaree, In the former, therels no restriction in the transfer of shares while in the latter there is in the . form of the right of first refusal of the corporation or stockholders. c. Only the first is true„ a. Both st.atements are true. d. Only the first is false. b. Both are false. •
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30. The by-laws of a corporation may provide that the ,stockholders or trustees meeting may be outside of the Philippines. . , The code of by-laws may be filed with the SECether before or after incorporation a5 Only the first is true.. b. Orily the first is false. CS Both are true. d. Both are false. . , 31. A subscribed to '1,0000 shares of stock of X Corporation. She paid ' 25% of the said, subscription. During the stockholders meeting, can A vote all her subscribed shares? a No, because the subscription has not yet been fully paid. cannot be voted, b. , CS No, because A's shares have become delingyent'which No as to the unpaid percentage of subscription. d. Yes, because unpaid shares not delinquent can be voted. , N , 2. X Corporation posted a P1 M profit iil, its realty business and its , real estate has appreciated in The board then deciared.dividends to its stockholders computed . value to the tune of P4M. on the basis.Olrepresenting - profits and appreciation in value of 6. real estate la the dividend 1, declaration valid? 4,. Not valid because there was no approval of 2/3 of the outstanding capital stock. the value of the corporate assets.. Ii Valid because it was based on profit and increment in , J. O. A. xx only come from the unrestricted retained earnings. C, Not valid because dividends must be the Valid if no creditors shall be prejudiced and approved by the required votes of d. directors and stockholders, , ...................... •
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.33 ,f A subscribed to 100 shares of X Corporation, paying 25% of the amount thereof.. The corporation refuses to issue to the former a stock certificate for his subscription despite the_ demand of:A for a stock certificate corresponding to 25 shares which he claims have been paid. Meanwhile„ the corporation has become insolvent and A .novv refuses to pay for his unpaid balance on his subscription. Is the refusal of the corporation to issue the certificate valid? a. , Not valid because there can bei, issued a stock certificate for the number of shares already paid. because- the stock certificate can only be issued after the full payment of the . ,Valid , subscription. c. Valid with respect to the unpaid portion of the subscription. . Not valid because only delinquent shares may be deniecl.in - a stock certificate. i 34Based . .• on the same' facts, is A correct in refusing to pay for the remaining shares, . _ the company being already insolvent? _ a. , No,' under the trust fund doctrine upon the insolvency'of the corporation to which he is .till liable for his unpaid subscription. , b. No, because of the doctrine of piercing the veil of corporate fiction.. 'extinguished due , tci the insolvency of the corporation and his Yes, his. obligation .. discharge from liability by reason thereof. . Yes, because he is denied of his right' to receive a stock`certificate, I
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35, After -dissolution but within the three-year period fon liquidation a corporation's term may still . be extended by amendment of its articles of incorporation. 'non-
The dissolution of a corpor'aUon shalt take place because it has been in continuou operation for five-years. a. Both statements are false ,First is false, second is true.' • d. First is true, second is false . Both are true,
36 The bay-lavvs May provide that the holders of a majorily of the outstanding capital stock may elect all the members of the board or directors • ,._ That it may also , provide that no officer of the corporation shalt be required to be ) stockholder. C. First is true, second is,false. a. Both statements are true. d. First is false, second is true. b. Both are false. 37. Which of the following IS not a requisite for a close corporation? a. The number of stockholders shall not exceed twenty. b. That no close corporatien is a stockholder thereof owning 2/3 of the voting stocks. C. There is a restriction in the transfer of shares. q. . There is no public offering of shares, 38. The declaration' of. dividends out of the capital and not surplus profits is yiolation of the , . doctrine of piercing the veil of corporate fiction. I
When the, corporation is, used as an .alter ego or conduit to ;avoid the performance of an . . obligation violation of the trust fund doctrine. . Both statements are false. First is false second is, true. d. First is true second is false. , . Both statements are true.
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39. Majority of the following must be residents of the Philippines, except: Incorporators . Members of the board of directors. ' b. Members of the board of trustez es,, d. 'Officers 40. Stockholders' meeting must be in. the city. OF municipality where the principal office is. located , , while members' meeting of non-stock corporation. may be outside thereof. The secretary of the corporations - rriust generally be a citizen and resident , of the Philippines. , c. First is true, second is false. a. Both_ are true. d. First is false,-second is true. b. Both are false.
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4 . The doctrine of corporate ‘ opportunity rests on the unfairness of an officer or director of a
corporation taking advantage of an opportunity for- his own Øersonal benefit aidverse'to the corporation. The by-laws must be(..filed,with the SEC for the corporation to a,cqt \Jire juridical personality. a. Both statements are true. c. ' First is true, second is false. . b. Both are false. d. First is false', second' is true. .
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42. Priv ate corporations have , operation of the following attributes, except: a. It is created by^law as a‘juridicarpersop. b. It has the right of succession. c. It may be formed, organized, and ex sting under a special !aw or charter. cL it has the powers,. ,attributes, - and properties expressly authorized by the law or the incident to its existence. , 43 . In three of the following instanceS, shares with or without voting rights can be voted except: , a. Increase or decrease of capital stock. b. Dissolution of the corporation c. - Election of directors or trustees . d. Merger or consolidation With other corporation
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44. One of the following does not have voting rights:: aj. Preferred shares . b. Redeemable shares
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4 . The exectrtive committee can lot act n this Matter, except.. , _ , a., Filling of vacancy in the board of directors b. Cash•dividend ,declaration C. - Board resolution on depositorS, bank of the corporation , cl.,. Stock divid end declaration , , , , 46.. At the annual meeting of A.BC ) Corporation for the election of five directors; A, B, C; - D, , F and G , were nominated. A, B, C, 0 and E received the highest number of votes and proclaimed elected.. F ‘,received 'ten voteS,Iess_than E. Subsequently, Eisold his shares to F. Who between. E and F_ has the right to attend as director in the board . meeting? The transfer of shares having been registered with the corporation. •a E is the director because his term is one year until his successor is elected and qualified. . F is the directortor he h a s acquired all the shares of E. C . r Either of them ,shall be the director , . ,.d. Neither of them shall be the _director .
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47 ABC Corpor a tion has an authorized capital Stock of PIM divided , , , into 50,000 common shares' and 50,000 preferred shares. At its inception, , the Corporation offered for subscription of all , the common share. However', only 40,,000 shares were Subscribed. Recently, the directors thought of raising additional capital and decided to offer to the public all t h e authorized *lams of the corporation at .their market value. Would Mr. X, a stockholder holding 4,00.0 shares have pre-emptive rights to the remaining 10,000. shares? • a. Yes, because all stockholders• have, pre-emptive . rights to all issues Or dispositions of share of any class in proportion to shareholding. b. No, because he did not suOscribe to them when offered atincorporation C. Yes, if approved by 2/3 of the outstanding capital stock d. ,NO, because pre-emptive right applies only in case of increase in the 'capital stock 48. Ba s ed , on the same facts, woliicl Mr. X , have .pre-emptive rights to the 50;000 preferred sharps? . . Yes, because all Stockholders have pre-emptive lights to all issues or dispositions ,0 Shares of any class in proportion to shareholding. , b. No, , 'because he did not subscribed to them when offered at incorporatien , „ Yes, if .approved by 21. of-the Outstanding capital stock d. No because . preemptive rights apply only in increase of capital stock.
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49, The merger or consolidations of corporations become effective upon approval ,by the constituent corporations of the plan , of mer g er or consolidation as the case may be. After the , merger , the absorbed Corporation must undertake disspliition, ' and Wiriding-up° procedures. C. First is false, second is true. . . _Both statements are false cl. First is true second is false. • b. Both are true. •
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50. Juan was a stockholder of X Corporation who sold his shares to Pedro and delivered properly indorsed the Stock Certificate No'. 1001' to the latter., The IfolloWing day; Juan went to the, offices of the (orboration and claimed the loss of his . stock certificate.. . The formalities prescribed by law 'having been complied with', the corporation - issued - Stock Certificate No. 2002 in substitution of the lo'sr certificate. 'Juan forthwith transferred for valuable consideration the new certificate to Jose who knew nothing of the -prior sale to Pedrb. Whom shall the corporation recognize as rightful stockholder? a. Both Pedro arid Jose are rightful stocKholdOrs b. ' ,Pedro shall be the rightful stockholder being the first buyer in good faith. ' 0:Se shall be the rightful owner being the inclorsee of the most recent stock certificate', d. ' Pedro Shall be the rightfui stockholderbeaause the stock certificate delivered to .Jose was ,
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