(Business Law) ACPP Assessment
Treasury shares e. All of the above
Statement 1: The corporate powers of a corporation shall be exercised by the
stockholders. Statement 2: The entire consideration received by the corporation for its
no-par value shares shall be treated as capital and shall not be available for distribution
as dividends. d. False, True
Statement 1: Each of the incorporators of Stock Corporation must own or be a
subscriber to at least one (1) share of the capital stock of the corporation. Statement 2:
All persons who assume to act as a corporation knowing it to be without authority to do
so shall be liable as general partners for all debts, liabilities and damages incurred or
arising as a result thereof. a. Both are true
Statement 1: Foreign corporations transacting business in the Philippines without
license may not sue but may be sued in our courts. Statement 2: Holders of subscribed
shares not fully paid which are not delinquent shall have all the rights of a stockholder.
a. Both are true
Stocks lawfully issued by the corporation for money, property, or services and
subsequently properly reacquired by it are d. Treasury Stock
A class of stock, which, after the stipulated dividend has been paid on the common
stock as well as on the preferred stock any surplus is to be paid upon all without
distinction is c. Participating preferred stock
Which of the following statements is false?
c. An ultra vires act of a corporation can be ratified with the consent of the majority of all
stockholders when the rights of the state or of the creditors are not involved.
“A” was one of the directors of “X” Corporation. “B” obtained a judgment against “A” and
had all of “A’s” shares of stock in “X” Corporation was held and both “A” and “B”
appeared in said meeting, each claiming the right to participate in the deliberation of the
board, “A” contended that he had the right to continue as director until the stockholders
could elect his successor. “B” on the other hand, contended that having purchased all of
“A’s” share he had the right to take the latter’s place in the board. Under the rule of
directorship, which of the following is false? c. B can qualify because a corporation as well as
the heirs of stockholders of same corporation has got a right of succession.
The Manila Cigar Company was organized with a capital stock of P50,000 divided into
500 shares of P100 per share, X subscribed for 20 shares and paid P500 upon his
subscription leaving unpaid account thereof the sum of P1,500. Five years later, the
company was declared insolvent and A was duly appointed as assignee who, upon
assuming his position, found that X has an unpaid subscription in the amount of P1,500.
Prior to the company’s declaration of insolvency, its board of directors, by resolution,
released W (another subscriber) from the payment of his W remaining unpaid
subscription. The assignee brought action to recover from X the amount representing
his unpaid subscription and against W the recall of the case order. Which of the
following statements is correct?
b. The release of W of his unpaid subscription is void under the Trust Fund Doctrine.
To enter into management contracts, as a rule
a. Majority of the quorum of the board and majority of the outstanding capital stock of the members
of both the managing and managed corporations.
Treasury shares sold for less than their par or issued value are considered watered and
such are prohibited by law. False
Amendments to the Articles of Incorporation can take effect even without the approval
of the Securities and Exchange Commission. True
Treasury shares are entitled to participate in the distribution of dividends. False
Under the new Corporation Code, if the corporation stops transacting business and
becomes continuously inoperative for a period of 5 years its corporate powers cease
and the corporation shall be deemed dissolved. False
There are interlocking directorates when one, some or all of the directors in a
corporation are also the directors in another corporation. True
Persons convicted by final judgment of an offense punishable by imprisonment for
more than 6 years or a violation of the Corporation Code committed within 5 years prior
to the date of their election of appointment are not qualified as directors or officers of
any corporation. True
A majority of the members of the Board of Directors as fixed in the Articles of
Incorporation shall constitute a quorum, and every decision of at least a majority of the
directors present at the meeting shall be valid as a corporate act. True
Both incorporators and corporators must have contractual capacity in all cases. False
The so-called “one man corporations'' do not enjoy the attributes of corporations. False
A corporation can be held liable for torts committed by its officers for corporate
purposes. True