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“POSSIBLE” questions 3. what is meant by MAY INVEST ITS FUNDS in

sec 42?
Pages 267-588

Questions are from the code, the book, and

from osama bin ladia D. power to declare dividends (12Qs)
Total Questions: 166 1. what are dividends?
Most of the suggested answers has reference 2. types of dividends? define each
Good luck! 3. when to declare dividends?

A. sale or other disposition of assets (4Qs) 4. corp A invest in corp B. corp B declared stock
dividends. Corp A wants to the dividends
1. when is the sale or other disposition of asset
obtained to corp B, to also declare it as
be deemed substantially all the corporate
dividends. Does corp A need the consent of its
property?
stockholders in declaring such?
2. when does the procedure and requirements
5. what happens to cash dividends given to a
set forth by sec 40 does not apply?
delinquent stockholder?
3. in transfer of a corp of all of its assets to
6. what happens to stock dividends given to a
another corp, render the transferee liable for
delinquent stockholder?
the debts of the transferor?
7. may a corp retain surplus profits in excess of
4. give the exception
100%?
B. power to acquire own shares (5Qs) 8. is the declaration of dividends conclusive? Is
1. May a corp acquire its own share? there any exceptions?

2. what is the restriction in reacquiring its own 9. may dividends be revoked?

share? 10. does transfer of shares, transfer any
3. may a corp acquire its own share without dividends earned?
unrestricted retain earnings? 11. may the board be compelled to declare
4. for what purpose may a corp purchase its dividends?
own shares 12. what happens in over issuance of shares? Is
5. if the shares is reacquired what happens it legal?

C. power to invest corporate funds in another E. power to enter into management contract
corp or business or for any other purpose (3Qs) (2Qs)

1. what is needed if the investment is other 1. Is the voting requirements of a majority

than the primary purpose? stockholder ABSOLUTE?

2. what if it is connected to its primary 2. what is the duration of management

purpose? contract?

F. ultra vires act of corporation (3Qs)

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1. ultra vires act of the corp, is it illegal? 3. is/are there any case that, no one can
represent or vote the shares of an incapacitated
2. when it is illegal?
or deceased shareholder?
3. what are the consequences of ultra vires act?
4. what if the shares are owned by two or more
G. adoption of by-laws (4Qs) persons jointly, how may the shareholders
vote?
1. does absence of by0laws automatically
dissolves the corp? 5. may a co-owner of shares be proxied?

2. elements of a valid by law? 6. shareholder A, shareholder B, and

shareholder C, holds 10M shares and/or of
3. can the board amend the by laws? SMC. A wants to cast all his votes to Binay, B
4. when amended by law be effective? wants to cast all his votes to Roxas, and C wants
to cast all of his votes to Du30. Is this possible?
H. stockholder’s meeting (7Qs) Will there be a fractional shares/votes?

1. when is the date of regular stockholder 7. can proxy voting be denied?

meeting?
8. what is the duration of proxy voting?
2. when is the date of special stockholder
9. criteria of a voting trust agreement
meeting?
10. does a VTA need to be notarized?
3. notice for regular meeting. Notice for special
meeting 11. what is transferred in VTA?
4. may the notice requirement be lessen? 12. May the corporation enforce the voting
trust agreements executed by its stockholders?
5. what is the effect to the act, if the notice
requirement is not complied? K. stock and stockholders (23Qs)
6. requirements of a valid stockholder meeting 1. how may a person may become a stockholder
7. can stockholders hold a meeting outside phil? in a corporation

2. what is a subscription
I. directors’/trustess’ meeting (3Qs)
3. what is a subscription contract
1. diff regular meeting to special meeting
4. does a subscription contract needed to be in
2. who shall preside the meetings?
writing?
3. proxy allowed?
5. what the effect to the subscriber if it is a
J. stockholder’s right to vote and manner of conditional subscription?
voting (12Qs)
6. I will pay my subscription after sale of fish, is
1. as a general rule, a shareholder can vote his it a valid conditional subscription?
share the way he pleases, are there any
7. on what consideration a stock may be paid?
exceptions?
8. May shares of stocks be issued without
2. in pledged or mortgaged shares, who has the
consideration?
right to vote?

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9. what is the status of a stock that is issued 3. if the corp issues certificates by virtue of
without consideration? forged or unauthorized transfer, does the
innocent purchaser acquires rights as a
10. who are liable to for issuing watered stocks?
stockholder?
11. requisites of a valid certificate of stock?
M. issuance of stock certificates (2Qs)
12. Is the issuance of a certificate of stock
1. when to issue certificate of stocks?
necessary to consider the subscriber a
stockholder? 2. are the stocks divisible?
13. Are there any instances when a stockholder N. watered stocks (2Qs)
not be able to exercise his rights as such
stockholder 1. how watered stocks are issued?

14. is a certificate of stock a negotiable 2. state the reasons why issuing watered stocks
instrument? is illegal?

15. why register the transfer of cert of stock? O. enforcement of payment of subscription
(7Qs)
16. proper remedy if the corp or the corp sec
refuses to record the transfer of stock? 1. when subscriptions are to be paid?

17. modes of transfer of cert of stock? 2. what are the possible remedies available to
the corp to enforce payment of subscription?
18. does mortgage transfer a cert of stock?
3. after call of payment and the stockholder fails
19. a valid transfer but not registered to the to pay, what is his status?
corp, is the transferee a stockholder?
4. who is the winning bidder in delinquency sale
20. can the transfer of cert of stocks be of stocks?
regulated? May it be non-transferrable?
5. what if there is no bidder?
21. may a cert of stock be transferred by a
notarized deed? 6. what is the effect of delinquent stockholder?

22. is it possible to transfer a cert of stock w/o 7. procedure to obtain a new cert stock in case
delivery and/or endorsement? of lost destroyed or stolen cert of stock

23. is there a time period when to register the P. corp books and records (7Qs)
transfer of cert of stock?
1. where are the corp books and records to be
L. forged and unauthorized transfers (3Qs) kept?

1. differentiate forged and unauthorized 2. what are the records to be kept?

transfers to unauthorized issuance of stock cert.
3. what is a stock and transfer book?
2. does the innocent purchaser of value in good
4. how to inspect the books?
faith of forged or unauthorized transfer acquire
rights? 5. who will certify such statement if the paid up
capital is less then 50k?

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6. is the rights to inspect absolute? 2. would the provisions governing stock corps
applies to non-stock?
7. may right to inspect the books be denied?
3. is cumulative voting allowed?
Q. merger and consolidation (4Qs)
4. purpose of non-stock corp?
1. what happens in merger of corps?
5. may vote by proxy be denied?
2. what happens in consolidation of corps?
6. is membership of a non-stock corp
3. how merger or consolidation commences? transferable?
4. what happens to the rights properties and 7. may the board of trustees be more than 15
liabilities by the absorbed or consolidated persons?
corps?
T. close corps (15Qs)
R. Appraisal Right (11Qs)
1. what are the qualifying conditions to be
1. what is appraisal right? organized as a close corp?
2. when to exercise such right? 2. What if 2/3 of the outstanding capital stock is
3. changing the principal address of the corp. owned by another corporation which is also a
may a stockholder exercise his right to close corporation, will it be a close corporation?
appraisal? 3. what if the 2/3 of the voting stock is owned
4. what is the purpose of exercising such right? by a corp that is not a close corp?

5. is the enumeration in sec 81 exclusive? 4. may a close corp classify its directors?

6. how is the right exercised? 5. may a close corp provide for a greater
quorum of stockholders?
7. what is the effect of exercising such right?
6. what is the liability of a director of a close
8. may a stockholder who has not paid his corp?
whole amount of subscription exercise such
right? 7. how to restrict the transfer of shares?

9. when the right of payment of such rights 8. may a stockholder in close corp sell his shares
ceases? Can the corp use this as an advantage? to 3rd persons?
How? 9. 20 stockholders in a close corp, 2 strangers
10. who bears the cost of appraisal? obtained stocks. May this 2 strangers compel
the corp to register them as stockholders?
11. what does the law require to the dissenting
stockholder who demands payment ffor the fair 10. may a stockholder sell its shares to another?
value of his shares? 11. if one dissented what is his recourse?
S. Non-stock corp (8Qs) 12. do pre-incorporation agreements be
1. what is a non-stock corp? survived by the corp?

13. in close corp, when a board meeting

unnecessary or improperly held be valid?

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14. may stockholders of a close corp pre- 7. may a corp defend or prosecute cases
emptive rights be denied? beyond 3 years given by the law?

15. what if there is a deadlock in voting of a 8. after the 3 yr period, what happens to the
corp action. properties of the corp?

U. Special corps (11Qs) W. foreign corp (8Qs)

1. what are the types of special corps? 1. distinguish grandfather rule to control test or
liberal rule
2. how is the board of an educ institution
instituted? 2. if a foreign corp wants to do business in PH,
what it must do or obtain?
3. what are these religious corps?
3. is a resident agent required to be assigned by
4. are they required to file AoI to SEC? what
the foreign corp? why?
should the AoI contain?
4. who may be a resident agent?
5. are they required to indicate its term?
5. give the instances when a foreign corp can
6. when does it acquire its juridical personality?
sue or not, and if can be sued or not.
7. does a corp sole possess the same power
6. what constitutes doing business or
rights and privilege to own acquire and hold
transacting business?
real properties like an ordinary corp?
7. is an isolated transaction in pursuant of the
8. in corp sole, will the registration of the
usual business constitutes doing business of
property in the name of the corp sole vest unto
which it would bar the foreign corp to gain
the head the ownership of the property?
access to PH courts?
9. If there is vacancy who will fill it up? What if
8. if the foreign corp has exclusive distributor in
there is no successor?
PH, does it constitute doing business ing PH?
10. may a court order dissolve a corp sole?
Suggested “ANSWER/S”
11. does religious societies required to file its
A.
AoI to SEC?
1. when it will rendered incapable of continuing
V. dissolution (8Qs)
the business or accomplishing the purpose for
1. how may a corp be dissolved? which it was incorporated, sec 40

2. when a corp is dissolved can it continue to be 2. In case the sale is NOT covering all or
a juridical person? substantially all of the assets of a corporation as
to render it incapable of continuing the
3. modes of voluntary dissolution business or accomplishing the purpose for
4. grounds of involuntary dissolution which it was incorporated; or if the proceeds
are to be used to continue the conduct of the
5. after dissolution, what next? remaining business of the company; If the sale
6. ways of liquidation be undertaken is in the usual and regular course of business of
the company. Sec 40

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3. Generally where on corporation sells or assets and does not include real properties or
otherwise transfers all o its assets to another other fixed assets. Page 277
corporation, the latter is not liable for the debts
and liabilities of the transferor. Edward j nell co D.
case page 271 1. corporate profits set aside, declared and
4. (1) where the purchaser expressly or ordered by the BOARD to be paid to the
impliedly agrees to assumes such debts; (2) stockholder. page 283
where the transaction amounts to a 2. cash- payable in lawful money, property- pain
consolidation or merger of the corporations; (3) in form of property, and stock- corporation’s
where the purchasing corporation is merely a own shares of stock out of the remaining
continuation of the selling corporation; and (4) unissued shares which would require the
where the transaction is entered into approval of the stockholders representing 2/3
fraudulently in order to escape liability for such of the outstanding capital stock at a regular or
debts. Edward j nell co case page 271 special meeting duly called for that purpose.
This is to be valued at par value or issue price
B.
sec 43
1. Yes, sec 41
3. when the corp has unrestricted retained
2. That the corp has unrestricted retained earnings sec 43
earnings in its books to cover the share to be
4. no, it’s a property dividend sec 43.
purchase or acquire, sec 41
5. it shall first be applied to the unpaid balance
3. yes, a close corp can sec 105, redeemable
on the subscription plus costs and expenses sec
shares can be sec 8, and in case of deadlock sec
43
104
6. it shall be withheld until his subscription is
4. 1. To eliminate fractional shares arising out of
fully paid sec 43
stock dividends; 2. To collect or compromise an
indebtedness to the corporation, arising out of 7. yes in corporate expansion projects or
unpaid subscription, in a delinquency sale, and programs approved by the board, or when the
to purchase delinquent shares sold during said corp is prohibited under any loan agreement
sale; and 3. To pay dissenting or withdrawing with any financial institution or creditor, or
stockholders entitled to payment for their when it can be clear;y shown that such
shares under the provisions of this Code. Sec 41 retention is necessary under special
circumstances obtaining in the corp
5. it becomes treasury shares sec 9
8. yes. Except when they act in bad faith or for a
C.
dishonest purpose or act fraudulently
1. consent and approval of stockholders are oppressively unreasonably or unjustly or abuse
necessary sec 42 of discretion can be shown so as to impair the
rights of the complaining stockholders to their
2. only a board resolution is necessary sec 42 just proportion of corp profits page 285
3. held by SEC to mean an investment in the 9. yes, if it has not been made public or
form of money, stock, bonds and other liquid communicated to the stockholders. Vested
rights. page 285

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10. no, the dividends belongs to the owner of F.

the shares at the time of the declaration. page
1. Ultra-vires acts which are not illegal per se
285
may become binding and enforceable either by
11. yes, a stockholder of preferred share, satisfaction, estoppels or equitable grounds sec
mandatory if earned, or if it exceeds 100% of
2. when the subject matter is illegal
the paid up capital
3. on the corp- The proper forum, in accordance
12. when a corp issues shares beyond its
with the provisions of PD 902-A, as amended
authorized capital stock, even in form of stock
and R.A. No. 8799 may suspend or revoke, after
dividends. It is illegal.
proper notice and hearing, the franchise or
E. certificate of registration of the corporation for
serious misrepresentation as to what the
1. Not only a majority but 2/3 of the corporation can do or is doing to the great
outstanding capital stock or 2/3 of the members damage or prejudice of the general public
in a non-stock corporation would be required
for the approval of a management contract in On the rights of stockholder- A stockholder may
the following instances: bring either an individual or derivative suit to
enjoin a threatened ultra-vires act or contract. If
Where the stockholders representing the same the act or contract has already been performed,
interest of either the managing and managed a derivative suit for damages against the
corporation own or control more than 1/3 of directors may be filed, but their liability will
the total outstanding capital stock of the depend on whether they acted in good faith
managing corporation; and with reasonable diligence in entering into
and Where a majority of the members of the the contract
board of directors of the managing corporation On the immediate parties- The courts have not
also constitute a majority of the directors of the agreed as to the legal effect of a corporate
managed corporation contract outside of its authorized business but
Where the contract would constitute the Ballatine gives the following summary of the
management or operation of all or substantially doctrines evolved:
all of the business of another corporation, If the contract is fully executed on both sides,
whether such contracts are called service the contract is effective and the courts will no
contracts. If it will not constitute the interfere to deprive either party of what has
management of all or substantially all of the been acquired under it
business of another corporation the first
paragraph of section 44 will apply and not that If the contract is executory on both sides, as a
of the second, that is, only the vote of the rule, neither party can maintain an action for its
stockholders holding or representing at least a non-performance
majority of the outstanding capital stock or
Where the contract is executor on one side
majority of the members in the case of non-
only, and has been fully performed on the
stock corporation will be required. Sec 44
other, the courts differ as to whether an action
2. not more than 5 years, except in exploration, will lie on the contract against the party who
development, exploitation or utilization of has received benefits of performance under it.
natural resources. Sec 44 Majority of the courts, however, hold that the

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party who has received benefits from the stock anywhere within phil as provided by the
performance is estopped to set up that the by laws and proper notice. Sec51 sec 93
contract is ultra-vires to defeat an action on the
contract. This is more in conformity with the I.
doctrine that no person shall be allowed to 1. those held monthly or provided by the by-
enrich himself at the expense of another. Page laws. Those that are held at any time upon call
291 of the president or the person authorized
provided by the by-law sec 53
G.
2. shall be presided by the president at all
1. no, it is merely a ground. Loyola grand villas
meetings, unless otherwise provided by the by
case page 304
laws
2. it must not be contrary to law- el hogar case,
3. proxy voting is not allowed because he his
it must not be inconsistent with the AoI, it must
elected because of his expertise in management
be general and uniform in its effect, it must not
or in doing business such that he is expected to
impair obligations and contracts or vested
personally attend and vote on matters brought
rights- gokongwei case, it must be reasonable.
before the meeting. Business judgment rule
All in page 317

3. yes they may, if they are granted such power J.

baretto case. Page 154 1. non-voting shares are not entitled to vote
4. upon approval of SEC. sec 48 except in those instances provided in sec 6
Treasury shares have no voting rights while they
H. remain in the treasury sec 57 shares of stock
declared delinquent are not entitled to vote at
1. fixed by the by-laws or in april because april
any meeting sec 67 unregistered transferees of
is the month where the audited financial
shares of stock sec 63
statement have been prepared sec 50
2. the pledger or mortgagor is entitled to vote
2. at any time necessary or as provided by the
in absence of an agreement to the contrary. Sec
by-laws sec 50
55
3. 2 weeks prior the meeting. 1 week prior the
3. yes, absence of appointment of the court,
meeting sec 50
nobody can represent or vote the shares of
4. yes, by a by-law provision sec 50 such shareholders. Sec 55 page 329

5. voidable, subject to ratification sec 50 4. they must vote jointly, in order that the
shares may be voted, they must agree upon the
6. it must be held on the date fixed in the by vote
laws or in accordance with law, prior notice
must be given page 319 it must be held at the 5. yes they it may, consent of the other co-
proper place sec 51 it must be called by the owners are required, however, it is not required
proper party sec 50 last par quorum and voting if there is a written proxy signed by all co-
requirement must be met sec 52 owners or when the shares are owned in an
and/or capacity where any one of the joint
7. no. for stock corp, within city or municipality owners can vote the shares or appoint a proxy
where the principal office of the corp. for non thereof. Sec 56

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6. yes it is possible. No there will be no performance or fulfillment of the condition

fractional votes/shares, as it is a fact that SMC page 339
has to vote 15 members of the board. 10 x 15 =
6. no condition to pay is solely on the will of the
150. 150 / 3 = 50. A, B, and C are entitled to
debtor trillana vs qc inc page 340
50M votes. Ladia tricky question
7. sec 62.
7. in stock corp, no they cannot be denied. It is
absolute, a right granted by law. Sec 58. In non- 8. stocks may not be issued without
stock corp, yes they may. Sec 89 consideration for the following reasons: (1) it is
discriminatory against other stockholders; and
8. maximum of 5 years. Sec 58
(2) it prejudices the rights of creditors. National
9. That the voting rights of the stock are exchange co vs dexter page 345 trust fund
separated from the other attributes of doctrine
ownership; That the voting rights granted are
9. it will be considered as watered stocks sec 65
intended to be irrevocable for a definite period
of time; and That the principal purpose of the 10. the director consenting its issuance sec 65
grant of voting rights is to acquire voting control
of the corporation lee vs ca page 156 11. It must be signed by the president or vice-
president and countersigned by the secretary or
10. yes sec 59 assistant secretary; It must be sealed with the
corporate seal; and the entire value thereof
11. only legal ownership is transferred sec 59
together with interest or expenses, if any
12. No. because the corp is not a privy to the should have been paid. Page 347
contract. Rights liabilities of a stockholder are
12. NO, shall be considered a stockholder even
there in their individual capacity- corporate
without a certificate of stock page 348
entity theory.
13. Declared delinquent/When he exercises his
K.
appraisal right sec 71 sec 83
1. By a contract of subscription with the
14. no its quasi negotiable, it may be
corporation;
transferred by endorsement coupled with
By purchase of treasury shares from the delivery page 348
corporation; and
15. To enable the corporation to know who its
By purchase or acquisition of shares from stockholders are;
existing stockholders page 339
To enable the transferee to exercise his rights
2. the mutal agreement of the subscriber to as stockholders;
take and pay for the stocks of a corp page 339
To afford the corporation an opportunity to
3. sec 60 object or refuse registration of the transfer in
case allowed by law;
4. no, salvatierra case
To avoid fictitious and fraudulent transfers; and,
5. the effect is that, it does not make the
subscriber a stockholder or render him to pay To protect creditors who have the right to look
the amount of his subscription, until upon stockholders, in case of no-payment or

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watered shares, for the satisfaction of their 2. no it will have no rights as against the lawful
claims. Page 349 owner by virtue of the doctrine of non
negotiability of cert of stock. Page 383
16. mandamus page 348
3. yes, since the corp will be estopped to deny
17. endorsement with delivery or duly notarized
the validity thereof, page 383
deed sec 63
M.
18. no, it is merely a security of a loan.
Monserrat case page 351 1. when the full amount of the subscription
together with interest and expenses has been
19. no it must be registered. The transfer is only
paid.
valid to the parties, the corp is not binded until
it is to be registered unson case page 356 2. no they aren’t. page 384
20. yes it may, a reasonable agreement of the N.
parties, and it is also a protection of the corp, as
well as of the individual parties to the contract, 1. For a monetary consideration less than its par
and is reasonable as to the length of time of the or issued value;
suspension of transfer. No the restraint of For a consideration in property, tangible or
trade, suspending the power to sell the stock is intangible, valued in excess of its fair market
an illegal stipulation. Padgett case page 358 and value;
Lambert case page 360
Gratuitously or under an agreement that
21. yes it is, provided that there was no nothing shall be paid at all; or
certificate of stock issued by the corp page 350
endorsement only no delivery In the guise of stock dividends when there are
no surplus profits of the corporation. Page 387
22. yes it is, provided that the transferor is a
stockholder of the corp and has custody voer 2. Corporation is prejudiced
the cert. tan case 376
Stockholders, dilution of interest
23. no there is none, the law does not state that
Creditors are prejudiced, virtue of right to look
the right to register such transfer shall be
upon corporations properties for the
immediately or within a definite period. The
satisfaction of their claims page 388
existence of a right is one thing, and the
duration of said right is another. Won vs O.
wackwack case 379
1. on the date fixed in the contract of
L. subscription or the date that may be specified
by the board of directors pursuant to a call
1. In the former, what is forged or unauthorized
declaring any or all unpaid portion page 389
is the transfer of the certificate from the true
and lawful owner to another person. While the 2. sec 67 to 69 board action and sec 70
latter refers to the act of the corporation in collection case
issuing the certificate, either fraudulently or by
3. he is a delinquent stockholder sec 67
mistake. Page 383

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4. the bidder who offers the full amount for the 4. all rights properties and liabilities are
smallest number of shares is the winning acquired by the surviving corp assoc bank vs ca
bidder. Page 392 page 427

5. sec 68 last paragraph provided it has R.

unrestricted retained earnings sec 41
1. sec 81
6. sec 71
2. sec 81
7. sec 73
3. no, it must be changing or affecting the rights
P. of a stockholder sec 81

1. sec 74 1st par. 4. to protect the property rights of dissenting

stockholders from actions by the majority
2. sec 74 2nd par.
shareholders which alters the nature and
3. sec 74 penultimate par character of their investment. Page 430

4. written request to the corp sec 75 5. no sec 42 investment to another corp, and
purchase of shares at par value sec 105
5. sec 75 last par.
6. sec 82
6. as to a stockholder, no, they may be validly
be denied of inspection. As to a director, no 7. sec 83
they cannot be denied page 410
8. yes by reconciling sec 72 sec 82 and sec 86
7. yes, they may not gain access to highly
9. sec 84 when the corp gives its consent to
sensitive and confidential information.
withdrawal of such right. Yes the corp may use
Gokungwei case page 415, that the person
it. When shareholder A uses his appraisal rights
demanding has improperly used any info
for reasons under the law jan 2016 because the
secured through any prior examination of the
corp is going down. But with few changes and
records or minutes of such corp or of any other
determination of the management they manage
corp, that he was not acting in good faith or for
to turn the corp around and make it profitable
a legit purpose in making his demand or the
again. Shareholder wants to withdraw his
right is limited or restricted by special law or the
demand for payment, but the corp never gave
law of its creation Gonzalez vs pnb case page
its consent. The corp plans to distribute 100M
417
of dividends. The worth of shareholder A is only
Q. 2M, if he be given dividends, He will be earning
more. The corp pays his appraisal right,
1. a union effected by absorbing one or more shareholder A cannot refuse such payment.
existing corps by another which survives and Belat niya, Ladia example.
continues the combined business page 425
10. sec 85
2. uniting of two or more existing corps to form
a new corp page 4216 11. sec 86 to submit his certificate in order that
his accruing to said shares may be effectively
3. sec 76 and 77 suspended. Page 433

S.

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1. sec 87 8. yes sec 98 if the corp or the existing

stockholders fails to exercise the option to
2. yes, absence of an applicable provision
purchase, it can be sold to a third person
governing that of non-stock, it would sec 87 2 nd
par 9. no. sec 96 max of 20 stockholders only.

3. generally no, but if such right is not limited, 10. yes, with consent of all the stockholders sec
broadened or denied, then it is possible grant 99
by the articles of incorporation or its by-law
11. rescission of the contract or he may use sec
provision sec 89
105 compel the corp
4. sec 88
12. yes sec 100. Pre-incorporation agreements
nd
5. yes it may sec 89 2 par survive and continue to be valid and binding if,
such be the intent of the stockholders, provided
6. no, they are personal to the holder, it is
that the agreement is not inconsistent with the
subject to its criteria sec 89 3rd par sec 36 par 6
articles of incorporation page 455
7. yes sec 92
13. sec 101
8. that he is a member, that majority of them
14. no it cannot as their pre-emptive rights of
must be residents of the phil, and other
the stockholders thereof is broadened to
qualifications provided for in the by-laws sec 98
include all issues without exception unless,
T. denied or limited by the articles of
incorporations sec 102 page 456
1. sec 96 that all the corp’s issued stock of all
classes, exclusive of treasury shares, shall be 15. sec 104
held of record by not more than a specified
U.
number of persons, not exceeding twenty, all
the issued stock of all classes shall be subject to 1. educ corp and religious corp. sec 106 sec 109
one or more specified restrictions on transfer
2. in a non-stock educ corp, multiples of 5
permitted, and the corp shall not list in any
between 5-15 in stock educ corp anywhere
stock exchange or make any public offering of
between 5-15. Sec 108 bp 232
nay of its stock of any class.
3. religious society and corp sole sec 109 sec
2. no, what is material is that the voting shares
110
must be 2/3 not the ownership of capital stocks
sec 96 4. yes, sec 111 and 112
3. still no, the corp must be a close corp sec 96 5. no because they are supposed to exist
forever page 472
4. yes it may, sec 97
6. upon filing its verified AoI. Midterm question.
5. yes it may, sec 97
Sec 112 page 472
6. they are liable as a general partner
7. no court order is required sec 113
7. sec 98 restriction in the articles and
restriction the by-laws and restriction on the
certificate of stocks

Understanding the question is half an answer – Socrates

 Answer the questions like your client’s life, liberty, or property depends on it

8. no it will no vest unto the head, as he is 8. if there are no other claimants, it would be
merely acting as a guardian. Roman cath case escheated to the govt. according to ladia
page 473 lecture. Clemente case page 528 says otherwise

9. sec 114 W.
10. no it cannot be. Separation of church and 1. "shares belonging to corporations or
state. Except in cases in which the purpose is partnerships at least 60% of the capital of which
being carried out and is instead being used for is owned by Filipino citizens shall be considered
illegal purpose, police power as of Philippine nationality," pertains to the
control test or the liberal rule. if the percentage
11. no. sec 116 keyword, “may”
of the Filipino ownership in the corporation or
V. partnership is less than 60%, only the number
of shares corresponding to such percentage
1. sec 117 or expiration of its term. shall be counted as Philippine nationality,"
2. no, it ceases to be one, it will continue as a pertains to the stricter, more stringent
body corporate for another period of 3 years grandfather rule. Narra nickel case gr no
from the time it is dissolved but only for the 195580 april 21 2014
purpose of winding up its affairs and the 2. it must obtain a license sec 125
liquidation of its assets sec 122
3. yes sec 128, because he is the person whom
3. sec 118 no creditors are affected (next to summons and other legal processes may be
impossible scenario). served in all actions or legal proceedings against
sec 119 creditors are affected such corp page 536

sec 120 shortening its corporate term in re: 4. sec 127

special amendments sec 37 5. foreign corp doing business in PH with
4. sec 6 PD 902-A page 493. In cases of close license can sue, foreign corp doing business in
corps Sec 105 PH w/o license cannot sue in Ph courts, foreign
corps not transacting business in PH w/o license
5. liquidation and winding up sec 122 can sue.
6. page 513 by the corp through its BOD Foreign corp transacting business in PH with
By a trustee appointed by the corp license can be sued, foreign corp transacting
business without a license can be sued, a
By appointment of a receiver foreign corp not transacting business cannot be
sued in PH. Page 539
7. if there is a assignee trustee or appointee,
the corp can continue to prosecute suit/ defend 6.no general rule or governing principle,
itself even beyond 3 years because he becomes applying the true test, however, seems to be
the legal owner of the rights of the assets and whether the foreign corp is continuing the body
properties conveyed to him. National abaca or substance of the business or enterprise for
case sumera case board of liquidators case which it was organized or whether it has
gelano case substantially retired from it and turned it over
to another. Page 539

Understanding the question is half an answer – Socrates

 Answer the questions like your client’s life, liberty, or property depends on it

7. no, isolated transactions does not constitutes

doing business that would deny them from
access to ph courts. Page 540 bulakhidas case

8. no, is an independent entity which buys and

then markets not only products of the
petitioner but also many other products bearing
equally well-known and established trademarks
and trade-names. le chemise lacoste case page
569

FIN.

Understanding the question is half an answer – Socrates