Powers of Corporations
Articles of Incorporation
Stocks, Stockholders and Board of Directors
Appraisal and Close Corporations
Partnerships and Meetings
100
1. Which of the following is not under the corporate powers and capacity? a. to sue and be sued in its corporate name b. to adopt and use a corporate seal c. to amend its articles of incorporation in accordance with the provisions of this code d. the term for which the corporation is to exist
d. the term for which the corporation is to exist
100
How many incorporators are allowed in a corporation?
must not be less than 5 but not more than 15
100
T/F: It is necessary that majority of the directors or trustees of all corporations are residents of the Philippines?
True
100
It refers to a stockholder’s right to demand payment of the fair value of his shares
Appraisal Right
100
T/F: Any stockholder has the right to call a stockholders/members meeting
False
200
2. It is an obligation to pay a definite sum of money at a future date at fixed rate of interest a. shares b. corporate bonds c. ultra vires d. pre-emptive right
b. corporate bonds
200
How much amount of the capital stock must be subscribed and paid for during pre-incorporation?
25% of the amount of the capital stock has been actually subscribed and at least 25% of such must be paid.
200
The Securities and Exchange Commission shall not accept the articles of incorporation of any stock corporation unless at least ____% of the authorized capital stock has been subscribed and at least ____% of the total subscription has been fully paid. a. 25%, 50% b. 50%, 25% c. 25%, 25%
c. 25%, 25%
200
T/F: A closed corporation is allowed to make public offerings of any of its stock of any class.
False
200
What is the minimum number of incorporators?
at least 5 incorporators
300
1. Optional dividend or dividend which is partly in cash and partly in stocks a. True b. Scrip dividend c. Stock dividend d. Cumulative dividend e. Composite Dividend
FALSE e. Composite Dividend
300
What exists for all practical purposes as a corporation but has no legal right to corporate existence as against the state?
De facto corporation
300
Stockholdings exceeding ____ percent of the outstanding capital stock shall be considered substantial for purposes of interlocking directors. a. 25% b. 20% c. 30%
b. 20%
300
Who bears the costs and expenses of appraisal?
The company
300
Differentiate de jure and de facto corporations.
De jure corporations exist in fact and in law but de facto corporation exists in fact but not in law.
400
2. Express powers are the powers expressly conferred upon the corporation by law. a. true b. applied c. implied d. none of the above
a. true
400
What must be stated in the articles of incorporation of a non-stock corporation?
Amount of capital contributed by persons, details of the contributors and their respective amounts.
400
The subscription for the shares of stock of a corporation still to be formed shall be irrevocable for a period of at least ____ months a. 12 b. 4 c. 6
c. 6
400
When a board meeting is improperly held, it shall still be considered valid if: a. Majority of the stockholders has knowledge of the meeting and no objection was made into writing b. All of the directors have express or implied knowledge of the meeting and no objection was made into writing c. Before or after the meeting, written consent is signed by majority of the directors.
b. All of the directors have express or implied knowledge of the meeting and no objection was made into writing
400
It is a corporation's right that characterizes its capacity of continuous existence irrespective of death, withdrawal, insolvency, or incapacity.
Right of succession
500
1. Give at least 5 classes of dividends
• Cash dividend • Property dividend • Stock Dividend • Optional dividend • Composite dividend • Scrip dividend • Bond dividend • Preferred dividend • Cumulative dividend • Liquidating dividend
500
What are the mandatory provisions that must be stated in the articles of corporation?
Matters that are deemed necessary like classes of shares, approval by SEC with sworn statement of treasurer and other matters as long as they abide by the law.
500
It is a written instrument signed by the proper officer of a corporation stating or acknowledging that the person named therein is the owner of a designated number of shares of its stock.
Certificate of Stock
500
If the withdrawing stockholder and corporation cannot agree on the fair value of the shares, it shall be determined by:
3 disinterested persons named by the stockholder, by the corporation and by both.
500
What are the 3 ways in which a stockholder/member can vote indirectly?
Proxy, Trustee (under voting trust agreement), Legal representatives (appointed by the court)
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