Philippine Revised Corporation Code Reviewer PDF

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MCQ on Revised Corporation Code Sections 1-188 C

102

Section 1 D

103

Section 2

A

104

Section 3

C

105

Section 4

D

106

Section 5

C

107

Section 6

B Section 7

108

RA No. 11232: The Code shall be known as the A. REVISED COOPERATIVE CODE OF THE PHILIPPINES B. REVISED PARTNERSHIP CODE OF THE PHILIPPINES C. REVISED CORPORATION CODE OF THE PHILIPPINES D. REVISED CORPORATION OF THE PHILIPPINES The following pertains to the characteristics of a corporation, except: A. CREATED BY OPERATION OF LAW B. HAS A RIGHT OF SUCCESSION C. IT IS AN ARTIFICIAL BEING D. IT HAS THE POWERS, ATTRIBUTES AND PROPERTIES NOT EXPRESSLY AUTHORIZED BY LAW OR INCIDENTAL TO ITS EXISTENCE It refers to a corporation which have capital stock divided into shares. A. STOCK CORPORATION B. NON-STOCK CORPORATION C. STOCK COOPERATIVE D. STOCK PARTNERSHIP A government corporation is normally created by: A. GENERAL LAW B. SPECIFIC LAW C. CHARTER D. SIGNIFYING LAW This refers to a person who brings about or cause to bring about the information and organization of a corporation. A. INCORPORATORS B. UNDERWRITER C. CORPORATE OFFICERS D. PROMOTER This must be in the articles of incorporation A. CLASSIFICATION OF SHARES, THEIR CORRESPONDING RIGHTS, PRIVILEGES, OR RESTRICTIONS, AND THEIR STATED MARKET VALUE, IF ANY. B. CLASSIFICATION OF SHARES, THEIR CORRESPONDING DEMANDS, PRIVILEGES, OR RESTRICTIONS, AND THEIR STATED MARKET VALUE, IF ANY. C. CLASSIFICATION OF SHARES, THEIR CORRESPONDING RIGHTS, PRIVILEGES, OR RESTRICTIONS, AND THEIR STATED PAR VALUE, IF ANY. D. CLASSIFICATION OF SHARES, THEIR CORRESPONDING RIGHTS, DEMANDS, PRIVILEGES, OR RESTRICTIONS The exclusive right to vote and be voted for in the election of directors, if granted, it must be for a limited period which is: A. PERIOD NOT TO EXCEED 5 YEARS FROM THE DATE OF CORPORATION

A

109

Section 8

C

110

Section 9

A

111

Section 10 B

112

Section 11

B

113

Section 12

B Section 13

A Section 14

A

114 Sec. 13

115 Sec. 14

116

B. PERIOD NOT TO EXCEED 5 YEARS FROM THE DATE OF INCORPORATION C. PERIOD NOT TO EXCEED 3 YEARS FROM THE DATE OF CORPORATION D. PERIOD NOT TO EXCEED 3C YEARS FROM THE DATE OF INCORPORATION This pertains to shares which are redeemable at a fixed date. A. REDEEMABLE SHARE B. CONVERTIBLE SHARE C. SUBSCRIBED SHARE D. FRACTIONAL SHARE It refers to stocks which contemplates an original issuance of shares. A. TREASURY SHARES B. FRACTIONAL SHARES C. WATERED STOCKS D. ORDINARY STOCKS A person with a single stockholder is considered A. ONE PERSON CORPORATION B. SINGLE PERSON CORPORATION C. LONELY PERSON CORPORATION D. ELECTED PERSON CORPORATION It refers to a corporate term for a specific period A. IT SHALL ALWAYS BE FIXED BY AMENDING THE ARTICLES OF INCORPORATION. B. IT MAY BE EXTENDED OR SHORTENED BY AMENDING THE ARTICLES OF INCORPORATION. C. IT SHALL ALWAYS BE DELIBERATE BY AMENDING THE ARTICLES OF INCORPORATION. D. IT MAY BE EXTENDED BUT NOT SHORTENED BY AMENDING THE ARTICLES OF INCORPORATION. Within stock corporations, minimum authorized capital stock is: A. REQUIRED B. NOT REQUIRED C. FIXED D. DEFINITE Which language shall corporations use in filing articles of incorporation with the Commission? A. ANY LANGUAGE B. ANY OFFICIAL LANGUAGE C. ENGLISH ONLY D. TAGALOG AND ENGLISH The articles of incorporation of all domestic corporation shall comply substantially with what? A. A FORM B. AN AMENDMENT C. A RESTRICTION D. AN AGREEMENT An amendment must be accompanied by a favorable

Section 15

D Section 16

A Section 17 D Section 18

D Section 19

B Section 20

A Section 21

Sec. 15

117 Sec. 16

118 Sec. 17

119 Sec. 18

120 Sec. 19

121 Sec. 20

122 Sec. 21

recommendation of the appropriate government agency is cases of: A. PRENEED B. NASA C. HOSPITALS D. HOTELS AND RESTAURANTS It has the power to disapprove the articles of incorporation or any amendment thereto if the same is not compliant with the requirements of this Code. A. GOVERNMENT B. COURT C. SECRETARY D. COMMISSION A corporate name that is not distinguishable is: A. NOT ALLOWED B. ALLOWED C. SEMI-ALLOWED D. UNDER COMPLIANCE It is where a corporation which commences its corporate existence and juridical personality deemed. A. GOVERNMENT B. COURT C. SOCIETY D. COMMISSION It is not a requirement before one can qualify as a de facto corporation. A. THE EXISTENCE OF A VALID LAW UNDER WHICH IT MAY BE INCORPORATED. B. AN ATTEMPT IN GOOD FAITH TO INCORPORATE C. ASSUMPTION OF CORPORATE POWERS D. EXTRAJUDICIAL COURT AGREEMENT It refers to an equivocal and intentional for, when misapplied, it can easily become a most convenient and effective means of injustice. A. PREDICATED FRAUD B. DOCTRINE OF ESTOPPEL C. DE FACTO OWNERSHIP D. OSTENSIBLE COMMITMENT It shall happen if a corporation fails to formally organize and commence its business within 5 years from the date of its incorporation. A. CERTIFICATE OF INCORPORATION SHALL BE DEEMED REVOKE B. THE CORPORATION SHALL CONTINUE TO EXIST AS DE FACTO C. THE INCORPORATORS SHALL BE PURSUIT FOR CRIME OF NEGLIGENCE D. THE ARTICLES OF INCORPORATION SHALL BE REESTABLISHED

C Section 22 A Section 23

A

123 Sec. 22

124 Sec. 23

125

Section 24

D

126

Section 25

A

127

Section 26

B

128

Section 27 A

129

Section 28

B Section

130

It refers to the governing body of a corporation. A. CEO, COO AND CFO B. STOCKHOLDERS C. BOARD OF DIRECTORS D. MANAGERS For the purposes of quorum, a stockholder or member who participates through remote communication or in absentia shall be deemed: A. PRESENT B. ABSENT C. EMANCIPATED D. INCAPACITATED It refers to a position that must be expressly mentioned in the by-laws in order to be considered as it is. A. CORPORATE OFFICER B. MANAGER C. INCORPORATOR D. STOCKHOLDER It mandates that all corporations duly organized pursuant thereto are required to submit to the SEC the names, nationalities, shareholdings, and residences of the directors, trustees and officers elected. A. SEC B. PENAL CODE C. GOVERNMENT AGENCIES D. CORPORATION CODE Disqualifications of a director, trustee or officers includes the following, except: A. CONVICTED BY PRELIMINARY JUDGMENT B. CONVICTED BY FINAL JUDGMENT C. FOUND ADMINISTRATIVELY LIABLE FOR ANY OFFENSE INVOLVING FRAUDULENT ACTS D. BY A FOREIGN COURT OF EQUIVALENT FOREIGN REGULATORY AUTHORITY FOR ACTS, VIOLATIONS OR MISCONDUCT Removal of directors or trustees may be: A. WITH CAUSE ONLY B. WITH OR WITHOUT CAUSE C. BY A STATED MANAGER D. BY AN OFFICIAL MEMBER It is when an election be held if the vacancy is due to term expiration. A. NO LATER THAN THE DAY OF SUCH EXPIRATION B. AFTER THE DAY OF EXPIRATION C. AFTER THE ANNULMENT OF DEEDS D. ON THE DAY OF CELEBRATION They are not involve in the provision on compensation of directors A. CORPORATE OFFICERS WHO ARE ALSO DIRECTORS

29

A

131

Section 30

B

132

Section 31

A

133

Section 32

A

134

Section 33

A

135

Section 34

A

136

Section 35

B Section 36

137

B. CORPORATE OFFICERS WHO ARE NOT DIRECTORS C. CORPORATE DIRECTORS D. ANY CORPORATE OFFICER It implies the breach of faith and willful failure to respond to plan. A. BAD FAITH B. BREACH OF CONTRACT C. GOOD FAITH D. BREACH ON MORAL DILEMMA A contract of the corporation with one or more of its directors or trustees, officers or their spouses and relatives within the fourth civil degree of consanguinity or affinity is considered: A. VOID B. VOIDABLE C. AGREED D. ACCEPTED These pertains to members of the board of directors in a certain corporation who are also directors in another corporation. A. INTERLOCKING DIRECTORS B. CROSS DIRECTORS C. INTERDEPENDENT DIRECTORS D. CROSS-COMPANY DIRECTORS His act violating the doctrine of corporate opportunity can be ratified. A. DIRECTOR B. STOCKHOLDER C. SHAREHOLDER D. MANAGER It is a body created by the by-laws and composed of not less than three members of the board. A. EXECUTIVE COMMITTEE B. MANAGERIAL COMMITTEE C. BOARD COMMITTEE D. EXECUTORY COMMITTEE It pertains to an action brought by a stockholder on behalf of the corporation to enforce corporate rights against the corporation’s directors, officers or other insiders. A. DERIVATIVE SUIT B. CRIMINAL SUIT C. GOVERNMENTAL SUIT D. CORPORATE SUIT It means that a stockholder who dissented and voted against the proposed corporate action, may choose to get out of the corporation. A. DELECTUS PERSONAE B. APPRAISAL RIGHT C. SHORTENING DECISION D. CORPORATE RIGHT

B

138

Section 37

C

139

Section 38

C

140

Section 39

C

141

Section 40

B

142

Section 41

C

143

Section 42

B

144

Section 43

A

145

Section 44 B

146

It is a long-term indebtedness secured usually by real property. A. BOND INDEBTEDNESS B. BONDED INDEBTEDNESS C. BONDS INDEBTEDNESS D. RESTRICTED INDEBTEDNESS Its purpose is to enable the shareholder to retain his proportionate control in the corporation. A. BOND INDEBTEDNESS B. APPRAISAL RIGHT C. PRE-EMPTIVE RIGHT D. CORPORATE RIGHT A sale of all or substantially all of the corporation’s properties and assets must be authorized by A. MANAGERS’ VOTE B. OFFICIATING OFFICIALS’ VOTE C. STOCKHOLDER AND MEMBER’S VOTE D. CREDITOR AND CEO’S VOTE These refer to shares which are less than one share. A. SINGLE SHARES B. CORPORATE SHARES C. FRACTIONAL SHARES D. MEDIUM SHARES It includes any corporate property to be used in furtherance of business. A. ASSETS B. FUNDS C. PETTY CASH FUND D. BONDS These are corporate profits set aside, declared, and ordered to be paid by the directors for distribution among stockholders at a fixed time. A. RETAINED EARNINGS B. CASH FUNDS C. DIVIDENDS D. COMPENSATION This pertains to a person which represents the same interest of both the managing and the managed corporations. A. INTERLOCKING MANAGERS B. INTERLOCKING STOCKHOLDERS C. CROSS MANAGERS D. CROSS STOCK DIRECTORS An act outside or beyond corporate powers. A. ULTRA VIRES AC B. ULTRA VIRUS ACT C. ULTRAM VIRES ACT D. EXTRAJUDICIAL ACT Generally, third persons are considered:

Section 45 D

147

Section 46

C

148

Section 47

A

149

Section 48

B

150

Section 49

C

151

Section 50

A

152

Section 51

B Section 52

153

A. BOUND BY BY-LAWS B. NOT BOUND BY BY-LAWS C. BOUND BY THE SEC D. NOT BOUND BY THE SEC A private corporation ay provide the following in its bylaws, except: A. THE PENALTIES FOR VIOLATION OF THE BYLAWS B. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS C. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS OR MEMBERS D. THE PROVISION DEMANDING EXECUTORY INVESTMENTS AND SHARES It shall issue the certification for it to be effective upon its issuance on the amended or new by-laws. A. COURT B. GOVERNMENT C. SEC D. CORPORATION Meetings of directors, trustees, stockholders, or members may be at a A. REGULAR OR SPECIAL B. FIXED OR PRE-EMPTIVE C. EARLY OR LATE D. REGULAR OR FIXED The following are requirements for stockholders’ or members’ meetings, except: A. HELD AT A PROPER PLACE B. HELD AT A STATED DATE AT NO APPOINTED TIME C. CALLED BY THE PROPER PERSON D. THERE MUST BE A PREVIOUS NOTICE This is a kind of meeting wherein at least one week written notice shall be sent to all stockholders or members. A. REGULAR MEETING B. PRE-EMPTIVE MEETING C. SPECIAL MEETING D. FIXED MEETING It is counted as the basis of the presence of a quorum in meetings. A. OUTSTANDING CAPITAL STOCK B. ORDINARY STOCK PURCHASED C. WATERED STOCKS D. SUBSCRIBED SHARES It is conducted monthly anywhere in or outside of the Philippines. A. SPECIAL MEETING B. REGULAR MEETING C. PRE-EMPTIVE MEETING D. REGULAR MEETING

A

154

Section 53 A

155

Section 54

D

156

Section 55 D

157

Section 56 B

158

Section 57

C

159

Section 58

D

160

Section 59

D Section 60

161

A person that shall preside at meetings. A. CHAIRMAN B. VICE PRESIDENT C. MANAGER D. PRESIDING MANAGER Generally, they have the right to attend and vote at meetings of stockholders unless they authorized their pledgee. A. MORTGAGOR B. MORTGAGEE C. ASSIGNEE D. CREDITOR It shall consent in order to vote in case of shares of stock owned jointly by two or more persons. A. COURT B. SEC C. CORPORATE MANAGERS D. CO-OWNERS This pertains to stock with no voting right. A. ORDINARY SHARES B. WATERED STOCK C. FRACTIONAL STOCK D. TREASURY SHARES The following are requirements for validity of a proxy, except: A. SHALL BE IN WRITING, IN ANY FORM AUTHORIZED IN THE BYLAWS B. SHALL BE SIGNED BY SEC C. SHALL BE FILED BEFORE THE SCHEDULED MEETING WITH THE CORPORATE SECRETARY D. NO PROXY SHALL BE VALID AND EFFECTIVE FOR A PERIOD LONGER THAN 5 YEARS AT ANY ONE TIME. It is a trust created by an agreement between a group of the stockholders of a corporation and the trustee. A. CORPORATE TRUST B. CIVIL TRUST C. VOTING TRUST D. STOCK AND BOND TRUST It is any contract for the acquisition of unissued stock in an existing corporation or a corporation still to be formed. A. CORPORATE CONTRACT B. PARTNERSHIP CONTRACT C. SEC CONTRACT D. SUBSCRIPTION CONTRACT It pertains to a kind of subscription. A. INCORPORATION SUBSCRIPTION B. POST-INCORPORATING SUBSCRIPTION C. COOPERATING SUBSCRIPTION D. PRE-INCORPORATION SUBSCRIPTION

B

162

Section 61

B

163

Section 62

A

164

Section 63

B

165

Section 64

C

166

Section 65

A

167

Section 66

B

168

Section 67

B Section 68

169

Stock shall not be issued for a consideration at the value A. MORE THAN THE PAR OR ISSUED PRICE B. LESS THAN THE PAR OR ISSUED PRICE C. MORE THAN THE MARKET VALUE OR PRICE D. LESS THAN THE MARKET VALUE OR PRICE It is an evidence of the holder’s ownership of the stock and of his rights as a shareholder. A. SHARES OF STOCKS B. CERTIFICATE OF STOCK C. CERTIFICATE OF CORPORATE MEMBERSHIP D. SHARES OF DIVIDENDS A certificate of stock shall not be issued to this person until the full amount of subscription, interest and expenses has been paid. A. SUBSCRIBER B. STOCKHOLDER C. BOND HOLDER D. DEBTOR It is the basis of the solidary liability of directors. A. CORPORATE LIABILITY OF THEIR POSITION B. FIDUCIARY CHARACTER OF THEIR POSITION C. RANKS OF THEIR POSITION D. CREDITOR-DEBTOR RELATIONSHIP OF THEIR POSITION They are held liable to the corporation for interest on all unpaid subscriptions from the date of the subscription. A. SHAREHOLDER B. STOCKHOLDER C. SUBSCRIBE D. CREDITOR It is when the payment of unpaid subscription or any percentage thereof shall be made. A. DATE STATED IN THE CALL MADE BY THE BOARD B. DATE SPECIFIED IN THE CORPORATE CONTRACT C. DATE THE SUBSCRIBER WANTS TO PAY D. DATE OF ISSUANCE OF THE SHARES This refers to a bidder who shall offer to pay the full amount of the balance on the subscription for the smallest number of shares. A. MAXIMUM BIDDER B. HIGHEST BIDDER C. MINIMUM BIDDER D. LOWEST BIDDER No action shall be maintained unless a complaint is filed from the date of sale, of this long A. AFTER SIX MONTHS B. WITHIN SIX MONTHS C. AFTER TEN MONTHS D. WITHIN TEN MONTHS

D

170

Section 69

A

171

Section 70

D

172

Section 71

A

173

Section 72

A

174

Section 73

A

175

Section 74 D

176

Section 75

A Section 76

177

A corporation may collect the amount due on any unpaid subscription, with accrued interest, costs and expenses through: A. GOVERNMENT CONTRACT B. CORPORATE CREDITORS C. CORPORATE FINANCERS D. COURT This pertains to a person who is not included in the determination of quorum because he is not entitled to vote. A. HOLDER OF DELINQUENT STOCK B. HOLDER OF ORDINARY STOCK C. HOLDER OF TREASURY STOCK D. HOLDER OF WATERED STOCK Holders of subscribed shares not fully paid which are not delinquent shall have: A. LESS RIGHTS OF A STOCKHOLDER B. MINIMAL RIGHTS THAN A STOCKHOLDER C. MORE RIGHTS THAN A STOCKHOLDER D. ALL RIGHTS OF A STOCKHOLDER The following pertains to the liabilities of stockholders, except: A. LIABILITIES FOR PAID SUBSCRIPTION B. LIABILITIES FOR WATERED STOCK C. LIABILITIES FOR DIVIDEND UNLAWFULLY PAID D. LIABILITIES FOR INTEREST ON UNPAID SUBSCRIPTION It pertains to where information relating to the corporation shall be kept and preserved. a. PRINCIPAL OFFICE B. PRIMARY OFFICE C. GENERAL OFFICE D. OFFICE OF CUSTOMER SERVICE It shall have no right to inspect or demand reproduction of corporate records. A. COMPETITOR B. BONDED STOCKHOLDER C. SHAREHOLDER D. MEMBERS This is union whereby one or more existing corporations are absorbed by another corporation that survives and continues the combined business. A. INTERLOCKING CORPORATIONS B. MOTHER CORPORATION C. COURT D. MERGER A notice of the meeting shall state which of the following: A. PURPOSE AND SUMMARY OF THE PLAN OR MERGER OR CONSOLIDATION B. PURPOSE ONLY

A

178

Section 77 B

179

Section 78

A

180

Section 79

D

181

Section 80

A

182

Section 81

B

183

Section 82

A

184

Section 83

B Section

185

C. AGENDA ONLY D. NAMES OF ATTENDEE It refers to who shall certify the articles of merger or articles of consolidation. A. SECRETARY B. TREASURER C. CREDITOR D. MANAGER It is when a consolidation become effective. A. UPON MERE AGREEMENT OF THE MEMBERS B. UPON THE ISSUANCE OF THE CERTIFICATE OF CONSOLIDATION C. UPON THE MEETING AGREED D. UPON THE APPROVAL OF PRESIDENT Its approval is needed on the certificate of consolidation. A. SEC B. GOVERNMENT C. COMPETITORS D. CREDITORS It refers to who may compel the corporation to purchase his shares at their fair value in a close corporation. A. CREDITOR B. MEMBER C. MANAGER D. STOCKHOLDER It is when the fair value of the shares of the dissenting stockholder determined. A. AS OF THE DAY PRIOR TO THE DATE ON WHICH THE VOTE IS TAKEN B. AS OF THE DAY OF ISSUANCE C. AS OF THE DAY OF COLLABORATION D. AS OF THE DAY OF INCORPORATION The voting and dividend rights shall immediately be restored if th...