LAW RESA Corporation Exam - Questions with Verified Answers, A Grade

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LAW RESA Corporation Exam - Questions with Verified Answers, A Grade As regards the corporate by laws, which of the following is false? A. To adopt majority of the outstanding capital stock is neede... d B. To delegate to the BOD the power to amend, repeal, or adopt new by-laws, 2/3 of the outstanding capital stock C. To revoke the power delegated to the board to amend, repeal, or adopt new by-laws, 2/3 of the outstanding capital stock D. To amend, repeal or adopt new by-laws, majority of the outstanding capital stock The power to deny pre-emptive rights to stockholders is A. Incidental power B. Express power C. Implied power D. Discretionary power As regards treasury shares, which is not correct? A. They have no voting rights while in the treasury B. They may be distributed as property dividend if there is a surplus profit C. They are not entitled to dividends D. They are considered as part of the earned or surplus profits thus distributable as dividends This is the equitable right of the stockholders to subscribe to all issues of shares in proportion to their shareholdings to maintain their equity participation in the corporation A. Appraisal right of dissenting stockholder B. Right to first refusal in close corporation C. Right to dividends date entity D. Pre-emptive right In the matter of management of the corporation, this is supreme: A. Majority of the shareholders B. Board of directors C. 2/3 of the stockholders D. Officers of the corporation This is the written acknowledgment of the interest of the stockholder in the corporation A. Proxy B. Share of stock C. Voting trust agreement D. Certificate of stock These are the persons who sign the articles of incorporation and therefore must be subscribers of shares A. Incorporators B. Directors C. Stockholders D. Corporate officers They provide and regulate the internal matters of the corporation A. Articles of incorporation B. By-laws of the corporation C. Certificate of incorporation D. Certificate of filing of by-laws This is a public instrument giving authority to vote for stockholder A. Proxy B. Voting trust agreement C. Stock certificate D. Voting trust certificate A gratuitous reissue of treasury shares will result in A. Capital surplus B. Stock dividend C. Watered stock D. Property dividend A certificate of stock is not a negotiable instrument because it lacks the requirement of A. The instrument must be in writing and signed by the maker or drawer B. It must contain an unconditional order or promise to pay a sum certain in money C. It must be payable to order or to bearer D. It must be payable on demand or at a fixed or determinable future time The number of trustees in a non-stock corporation may be A. Not less than 5 but not more than 15 B. Not less than 5 but may be more than 15 C. Not less than 5 but not more than 11 D. May be less than 5 and more than 15 Which of the following is a limitation on proxy? A. The proxy acquires legal titles to the shares of the stockholder B. The proxy may attend the meeting even in the presence of the stockholder C. The proxy as a rule is only for the meeting from which it is issued D. The proxy is not revocable at will of the stockholder S1: In a corporation by estoppel, those who represent themselves as forming a corporation are liable as stockholders to 3rd persons S2: For a de facto corporation to exist, it is necessary that it is issued by the SEC a certificate of incorporation just like a de jure corporation A. True, false B. False, true C. True, true D. False, false The following are requirements for incorporators. Which is not? A. Majority of them must be residents of the Philippines B. Majority of them must be of legal age C. They must be natural persons D. They must be not less than five nor more than fifteen in number S1: To elect officers of the corporation, majority of the directors in a meeting constituting a quorum is sufficient. S2: Members of a non-stock corporation may all be without voting rights if provided for in the articles of incorporation or by laws A. Both are false B. Both are true C. Only S1 is true D. Only S1 is false In three of the following corporate acts, dissenting stockholders have appraisal rights except; A. Merger or consolidation of corporations B. Increase or decrease of capital stock, incurring, creating or increasing bonded indebtedness C. Investment of corporate funds in another business or corporation or for any purpose other than primary purpose D. Disposition of all or substantially all of the corporate assets Stockholders with or without voting rights may vote on the following matters except: A. Amendment of the articles of incorporation B. Dissolution of the corporation C. Election of directors D. Adoption and amendment of by-laws The nationality of the corporation determined by the nationality of the stockholder in control of the same is called: A. Domicile test B. Incorporation test C. Management test D. Control test S1: Directors as a rule are entitled to compensation as directors but not exceeding ten percent of the net income before tax of the preceding year S2: All private corporations in the Philippines shall be incorporated under the Corporation Code, which is a general law A. Both are true B. Both are false C. Only S1 is true D. Only S1 is false S1: Redeemable shares may be taken up or purchased by the corporation even in the absence of surplus profits S2: Treaury shares may be reissued for a reasonable price even below par value. A. Both are false B. Both are true C. Only S1 is true D. Only S1 is false S1: In case of shares owned in common by two or more stockholders, the consent of either is enough to vote the same S2: The pledgee or mortgagee shall have the right to vote the shares unless stipulated otherwise A. Both are false B. Both are true C. Only the first is true D. Only the first is false S1: Contracts between corporations with interlocking directors shall only be voidable, not void, because of the nominal interest of the director S2: Management contracts shall be approved by 2/3 vote of the directors and stockholders of both managed and managing corporation A. Only S1 is false B. Both are true C. Both are false D. Only the first is true Vacancy in the board of directors can be filled up by the remaining directors in the following cases, except. A. Increase in the number of directors B. Resignation of a director C. Death of a director D. None of the above The following are requisites for de facto corporation, except one A. Valid law under which it is incorporated B. Actual use of corporate powers C. Attempt in good faith to organize D. Non-issuance by the SEC of certificate of incorporation S1: In an open corporation, only in certain case do stockholders have appraisal right of dissenting stockholders while in a close corporation, stockholders can at anytime for whatever reason demand payment of surrendered shares S2: In the former, there is 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 A. Both are true B. Both are false C. Only S1 is true D. Only S2 is false S1: The by-laws of a corporation may provide that the stockholders or trustees meeting may be outside of the Philippines S2: The code of by-laws may be filed with the SEC either before or after incorporation A. Only S1 is true B. Only S1 is false C. Both are true D. Both are false A subscribed to 1,000 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 B. No, because A's shares have become delinquent which cannot be voted [Show More]

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