(6)Corporation

BUSINESS LAW Law on Corporation – Part 1

1. A subscr subscribe ibed d to 1,000 shares shares of stock stock of X Corpor Corporati ation. on. She paid 25% of the said subscription.During the stockholders eeting can A !ote all her subscribed shares" a. no because the subscription has not #et been full# paid b. no because because a$s shares ha!e becoe delinuent delinuent &hich cannot cannot be !oted !oted c. no as as to the unpaid percentage percentage of subscription d. #es because because unpaid shares not not delinuent can be !oted 2. X Corporation posted a '1( pro)ts in its realt# business and it is real estate has appreciated in !alue to the tune of '*(. +he board then declared di!idends di!idends to its stockholders coputed on the basis of representing pro)ts and appreciation in !alue of its real estate. s the di!idend declaration !alid"  a. not !alid because there &as no appro!al of 2- of the outstanding capital stock  b. !alid because it &as based on pro)t and increent in the !alue of the corporate assets.  c. not !alid because di!idends ust be onl# coe fro the unrestricted retained earnings.  d.!alid if no creditors shall be pre/udiced and appro!ed b# the reuired !otes of the directors and stockholders . A subscribed to 100 shares of X corporation, pa#ing 25% of the aount thereof. +he corporation corporation refuses to issue issue to the forer forer a stock certi)cate for his subscription despite the deand of of A for a stock certi)cates corresponding to 25 shares &hich he clais ha!e been piad. (ean&hile, the corporation has becoe insol!ent and A no& refuses to pa# for his unpaid balance on his subscription. s the refusal of the corporation to issue the certi)cate !alid" a. not !alid because there can be issued a stock certi)cate for the nuber of shares alread# paid b. !alid !alid because because the stock certi)c certi)cate ate can onl# be issued issued after after the full full pa#ent pa#ent of the the subscription c. !alid &ith respect to the unpaid portion of the subscription d. not !alid because the delinuent delinuent share a#be denied stock stock certi)cate *. ased on the sae facts, is A correct in refusing to pa# for the reaining shares, the copan# being alread# insol!ent" a. no under the trust fund doctrine upon the insol!enc# of the corporation to &hich he is still liable for unpaid subscription b. no because of the doctrine of piercing the !eil of corporate )ction c. #es his obligation etinguished due to the insol!enc# of the corporation and his discharge fro liabilit# b# reason thereof   d. #es because he is denied of his right to recei!e stock certi)cate 5. After dissolution but &ithin the three #ears period for liuidation a corporation$s ter a# still be etended b# aendent of its articles of incorporation +he dissolution of a corporation corporation shall take place because it has has been in continuous nonoperation nonoperation for for )!e #ears a. both stateents are true c. )rst is false, second is true

b. both are true

d. )rst is true, second is false

3. +he b#la&s a# pro!ide that the holders of a a/orit# of the outstanding capital stock a# elect all the the ebers ebers of of the the board board of directors.  +hat it a# also pro!ide pro!ide that no o4cer of the the corporation shall be reuired reuired to be a stockholder a. both stateents are true c. )rst is false, second is true b. both are false d. )rst is true, second is false . 6hich of the follo&ing is not reuisite for a close corporation" a. the nuber nuber of stock holders holders shall not eceed t&ent# b. that no close corporation is a stockholder thereof o&ning at 2- of the !oting stocks c. there is no restriction in the transfer transfer of shares d. there is no public o7ering o7ering of shares shares 8. +he declaration of di!idends out of the and not surplus pro)ts !iolation of the doctrine of piercing the !eil of corporate )ction 6hen the corporation corporation is used an either ego or conduit to a!oid the perforance perforance of an obligation obligation is !iolation of the trust fund doctrine" a. both stateents are false c. )rst is false, second is true b. both are true d. )rst is true, second is false 9. (a/orit# of the follo&ing ust residents of the 'hilippines ecept: a. ebers of the board of director$s c. incorporators b. ebers of the trustees$ d. o4cers 10. Stockholders eeting ust be in the cit# or unicipalit# &here the principal o4ce is located &hile ebers ebers eeting of nonstock nonstock corporation corporation a# be outside thereof  +he secretar# of the the corporations ust generall# generall# be a citi;en and resident resident of the 'hilippines a. both are false c. )rst is false, second is true b. both are true d. )rst is true, second is false 11. +he doctrine of corporate opportunit# rests on the unfairness of an o4cer of a corporation taking ad!antage of an opportunit# for his o&n personal personal bene)t ad!erse to to the corporation +he b#la&s b#la&s ust be )lled &ith the Sailure of the coporation to subit the annual reports b# the S