sie, 12:13 PME ‘Quiz 4: Corporations (Tie Io Tile XI}: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
Quiz 4: Corporations (Title I to Title XI)
Due Sep 12, 2021 at 11:59pm Points 50 Questions 50
Available until Sep 25, 2021 at 2:30pm Time Limit 90 Minutes
Instructions
Directions: Read each question carefully and choose the BEST answer. Your response to each
question is FINAL because there will be NO BACKWARD NAVIGATION. This means that you will
have NO ability to GO BACK to a specific question once you skipped or answered it
Please take note that this is a quiz that composes 15% of your grade. You are NOT allowed, in any
manner, to open books, references, search engines, and any other materials, or ask your parents,
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dean. Worst, you will be DROPPED or FAILED from the subject. You will also be under strict monitoring
in other subjects.
This quiz was locked Sep 25, 2021 at 2:30pm
Attempt History
Attempt Time Score
LATEST Attempt 1 90 minutes 34 out of 50
Score for this quiz: 34 out of 50
Submitted Sep 11, 2021 at 10:19pm
This attempt took 90 minutes
Question 1 171 pts
Members of a nonstock corporation are entitled to how many votes?
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One
None of the choic
correct
Nu trustees provided in its charter
Question 2 0/1 pts
Just like in a stock corporation where the directors elect officers, only the
trustees can also elect officers in a nonstock corporation.
“ee
orrect Answer Falso
Question 3 1/1 pts
What is the nature of transferability of membership in a nonstock
corporation?
None of the above.
Membership in a non-stock corporation and all rights arising therefrom are
personal and non-transferable, unless the articles of incorporation or the
by-laws otherwise provide.
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‘Quiz 4: Corporations (Tie Io Tile XI: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
Membership in a non-stock corporation and all rights arising therefrom are
not personal and transferable, unless the articles of incorporation or the
by
ws otherwise provide.
Membership in a non-stock corporation is a property right that can be
transferred automatically.
Question 4 0/1 pts
bu Answered
orrect Answer
Unlike stockholders meeting, members meeting in a nonstock corporation
may be held outside the city or municipality where the principal office is
located including places outside the Philippines.
True
False
Question 5 0/1 pts
orrect Answer
bu Answered
Independent directors of non-stock corporations vested with public
interest may include non-members of the nonstock corporation.
True
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Correct!
(Quiz 4: Corporations (Tile Io Tile X): 1ST 21-22 Reg 2/BAReg 2IEnReg 2/MKReg 2 Laws on Business Organizations
Question 6 1/1 pts
An imperfect promise which is merely an offer.
option
acceptance
consent
policitacion
Question 7 1/1 pts
Which of the following statements best describes a municipal corporation?
Itis created by operation of BP 68 and essentially performs commercial
functions or for private interest.
Itis created by special law for public purpose or general welfare but
performs some commercial functions or a corporation organized as a stock
or non-stock corporation vested with functions relating to public needs,
whether governmental or proprietary in nature and owned by the
Government directly or through instrumentalities wither wholly or where
applicable as in the case of stock corporations to the extent of at least 51%
of its capital stock,
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Correct!
(Quiz 4: Corporations (Tile Io Title X): 1ST 21-22 Reg 2/BAReg 2IENReg 2/MKReg 2 Laws on Business Organizations
Itis created by operation of BP 68 but performs essential government,
functions because such function is being privatized by government. They
are engaged in private business affected with public interest.
Itis created by special law for the governance of a particular territory or
local government unit
Question 8 1/1 pts
Which of the following statements concerning the prayer for piercing the
veil of corporation fiction is incorrect?
Piercing is a substantive right provided by BP 68 available as a matter of
right.
Piercing is an equitable remedy and may be awarded only in case filed by
a person with victim standing,
Piercing application is essentially a judicial prerogative.
Piercing must be shown to be necessary and with factual basis,
Question 9 0/1 pts
How may a non-stock corporation be converted to a stock corporation?
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orrect Answer
bu Answered
(Quiz 4: Corporations (Tie Io Tile XI): 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
By dissolving the corporation and forming a new one
By mere amendment of articles of incorporation
Either A or B
By amendment of by-laws
Question 10 1/1 pts
In a stock corporation, stocks are transferrable. Likewise, membership in
a nonstock corporation is also generally transferrable.
True
Correct! False
Question 11 1/1 pts
Which of the following statements is true concerning termination of
membership in a nonstock corporation?
Correct!
Both A and B
Termination of membership shall have the effect of extinguishing all rights
of a member in the corporation or in its property, unless otherwise provided
in the articles of incorporation or the by-laws.
Neither A nor B
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(Quiz 4: Corporations (Tile Io Tile X): 1ST 21-22 Reg 2/BAReg 2IEnReg 2/MKReg 2 Laws on Business Organizations
Membership shall be terminated in the manner and for the causes
provided in the articles of incorporation or the by-laws.
Question 12 0/1 pts
bu Answered
orrect Answer
Which of the following statements refers to a domestic corporation?
Itis one formed, organized, or existing under any laws other than those of
the Philippines and whose laws allow Filipino citizens and Filipino
corporations to do business in its own country.
Itis one existing both in fact and law. It is a corporation organized in
accordance with the requirements of law. Its juridical personality is not
subject to the attack by the state.
Itis one existing in fact but not in law. It is a corporation that is formed
where there exists a flaw in its incorporation but there is a colorable
compliance with the requirements of law. Its juridical personality is subject
to direct attack only be the state.
Itis one incorporated under the Philippine Laws.
Question 13 1/1 pts
Which of the following legal principles best describes the strong juridical
personality of a corporation?
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Correct!
‘Quiz 4: Corporations (Tie Io Tile XI: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
Limited Liability Rule
Right of Succession or Continuity of Existence
Business Judgment Rule
‘Separate Entity Theory
Question 14 0/1 pts
bu Answered
orrect Answer
Which of the following statements refers to a lay corporation?
Itis one organized for religious purposes.
Itis a religious organization governed by board.
Itis one organized for a purpose other than a religion
Itis a corporation created by mere lapse of time. It is a corporation with
acknowledged personality inasmuch as it is an institution which antedated
by almost a thousand years any other personality in Europe, and which
existed when Grecian eloquence stil flourished in Antioch and when idols
were still worshipped in the temple of Mecca. It obtains juridical personality
despite the absence of grant from SEC or Congress.
Itis a religious organization which consists of only one member or
corporator.
Itis one established for charitable purposes.
hitpsicanvasinstructure.com/courses/3240683quzzes/B937549‘22, 12.13 PM ‘Quiz 4: Corporations (Tie Io Tile XI: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
Question 15
1/1 pts
Educational purposes
Correct! Practice of profession
Religious purposes
Charitable purposes
Civie service
Which of the following may not be the purpose of a nonstock corporation?
Question 16
1/1 pts
corporation?
Its a company which is subject to a common control of a mother or
under the common control of another corporation,
Correct!
purposes of control rather than for mere investment.
hitpsicanvasinstructure.com/courses/3240683quzzes/B037549
Which of the following statements refers to a holding company or parent
Itis a corporation which is being controlled by the parent corporation,
holding company and operated as party of a system or a corporation that is,
, through one or more intermediaries, is controlled or is
Itis a corporation which controls another as a subsidiary by the power to
elect management. Itis the one that holds stocks in other companies for‘22, 12.13 PM ‘Quiz 4: Corporations (Tie Io Tile XI: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
Itis a corporation which is being influenced by the investor.
Question 17 1/1 pts
What is the term of office of the Board of Trustees of an ordinary non-
stock corporation?
Correct! Three years
One year
Two years
Four years
Question 18 1/1 pts
Which of the following instances on itself alone may justify the court in
piercing the veil of corporate fiction?
The existence of interlocking directors, corporate officers and shareholders,
between the two corporations.
The mere fact that one or more corporations are owned and controlled by
a single stockholder.
hitpsicanvasinstructure.com/courses/3240683quzzes/B937649 1029‘22, 12.13 PM
Correct!
orrect Answer
(Quiz Corporations (Tile Io Tile X): 1ST 21-22 Reg 2/BAReg 2IEnReg 2/MKReg 2 Laws on Business Organizations
The control of the corporation is used by the director to commit fraud or to
defeat public convenience.
The mere fact the two corporations may be sister companies and that they
may be sharing personnel and resources.
Question 19 0/1 pts
The following statements pertaining to non-stock corporation are correct,
except
(Owners may be deprived of the right to vote by proxy in the articles or by-
laws,
Cumulative voting is available in the election of the members of the board.
Officers of the non-stock corporation may be elected directly by the
members unless otherwise provided in the by-laws
Membership shall be terminated in the manner and for the causes
provided in the articles of incorporation or the by-laws.
Voting by mail or other similar means in the election of the board may be
authorized by by-laws with approval of SEC
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‘Owners cannot transfer their ownership unless allowed by the articles or
by-laws,
Question 20 1/1 pts
Itis a corporation which has capital stock divided into shares and are
authorized to distribute to the holders of such share dividends or
allotments or the surplus profits on the basis of the shares held.
‘Stock Corporation
Non-stock Corporation
Corpor
Question 21 1/1 pts
A merger or consolidation will only be officially effective upon:
None of the choic
proval of plan of merger or consolidation
Issuance by the SEC of the certificate approving the articles and plan of
merger or consolidation
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Execution of articles of merger or consolidation
Question 22 1/1 pts
Trustees will hold office for how many years?
Correct!
Question 23 0/1 pts
Which of the following statements is true?
‘Anon-stock corporation may be converted to stock corporation by mere
amendments of articles of incorporation.
orrect Answer
A stock corporation may be converted to non-stock corporation by mere.
amendment of articles of incorporation.
Neither A nor B
bu Answered Both A and 8
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Correct!
(Quiz 4: Corporations (Tile Io Tile X): 1ST 21-22 Reg 2/BAReg 2IEnReg 2/MKReg 2 Laws on Business Organizations
Question 24 1/1 pts
Which of the following refers to “place of incorporation test or doctrine of
incorporation test” in determining the nationality of a corporation?
Itis the principal doctrine as enunciated in BP 68 which provides that a
corporation is national of the country under whose laws it has been
organized and registered
Itis a three-level relationship test by which the percentage of Filipino
equity is computed in a corporation engaged in fully or partly nationalized
areas of activities provided in the Constitution and other nationalization of
's where corporate shareholders are present in the situation,
by attributing the nationality of the second or even subsequent tier of
‘ownership to determine the nationality of the corporate shareholder.
laws, in cas
It means that the nationality of a corporation is determined by the
nationality of the majority of the stockholders on whom equity control is
vested and it is normally used as war-time test or to determine the
compliance with minimum requirement of Filipino ownership in industry
reserved for Filipinos.
Question 25 1/1 pts
When the contract lacks one of the essential elements, the contract is:
ible
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voidable
all of the above
void
Question 26 1/1 pts
HONDA Philippines is fully owned by Japanese nationals. Its main office
is located at Tokyo, Japan but it was incorporated under the provisions of
the Corporation Code of the Philippines. It engages its business in the
Philippines. What is the classification of the corporation under the
Corporation Code?
fent Corporation
Non-resident Corpor
Foreign Corporation
Domestic Corporation
Question 27 1/1 pts
Are the stockholders, directors or officers personally liable for the liabilities,
of the corporation after the assets of the corporation are exhausted?
Yes under all inst
No under all instances.
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Correct!
bu Answered
orrect Answer
‘Quiz 4: Corporations (Tie Io Tile XI): 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
No as general rules unless exceptional case warrant the piercing of the vell
of corporate fiction.
Yes, because they are considered to be general partners.
Question 28 0/1 pts
r
Unless otherwise provided in the articles of incorporation or by-laws, what
is the number of the board of trustees of ordinary nonstock corporation?
It should be not less than 5 but not more than 15
It should not be more than 20
It should be not less than 5 but not more than 10
lt may exceed 15 as provided in the articles of incorporation or by-laws.
Question 29 0/1 pts
Which of the following are the requisites of a non-stock corporation?
Neither A nor B
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No part of whose income is, during its existence dividends
trustees, or office:
distributable
to its membe
It does not have capital stock dividend into shares.
orrect Answer Both AandB
Question 30 11/1 pts
It refers to a group of persons that assumes to act as a corporation
knowing it to be without authority to do so, and enters into a transaction
with a third person on the strength of such appearance. It has no juridical
personality but the persons composing it will be liable like general
partners, meaning prorata and subsidiarily, to third persons.
De jure Co
Ostensible Corporation or Corporation by Estoppel
Question 31 0/1 pts
The following rules are applicable only to non-stock corporation, except
hitpsicanvasinstructure.com/courses/3240683quzzes/B937549 1728‘ea, 12:13 PME
orrect Answer
bu Answered
‘Quiz 4: Corporations (Tie Io Tile XI): 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
The right to vote cannot be limited or even denied in the articles of
incorporation or by-laws,
Prohibition against distribution of dividends
Non-profit character of corporation
A corporation is not qualified to occupy the position of a trustee
Question 32 1/1 pts
Correct!
Which of the following types of corporations is not required to file articles
of incorporation to obtain juridical personality as a private corporation?
Corporation by prescription
Ostensible corporation
De jure corporation
De facto corporation
Question 33 1/1 pts
This refers to qualified acceptance
policitacion
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Correct!
Correct!
(Quiz 4: Corporations (Tile Io Tile X): 1ST 21-22 Reg 2/BAReg 2IEnReg 2/MKReg 2 Laws on Business Organizations
consent
option
counter-offer
Question 34 1/1 pts
Which of the following statements is true concerning termination of
membership in a nonstock corporation?
Membership shall be terminated in the manner and for the causes
provided in the articles of incorporation or the by-laws
Both A and B
Neither A nor B
Termination of membership shall have the effect of extinguishing all rights
of a member in the corporation or in its property, unless otherwise provided
in the articles of incorporation or the by-laws.
Question 35 1/1 pts
A person binds himself to render some service or to do something in
representation or on behalf of another, with the consent or authority of the
latter.
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Correct!
Correct!
Correct!
(Quiz 4: Corporations (Tile Io Tile X): 1ST 21-22 Reg 2/BAReg 2IEnReg 2/MKReg 2 Laws on Business Organizations
contr
ct of pledge
contract of agency
contract of partnership
contract of mortgage
Question 36 1/1 pts
The ultimate governing body of a nonstock corporation.
Board of members
Stockholders
Board of directors
Board of trustees.
Question 37 1/1 pts
‘What is the location of then regular or special meetings of members of a
non-stock corporation?
Atany place even outside the principal office of the corporation as long as
provided in the by-laws and within the Philippines.
The place shall be in the principal office of the corporation,
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‘Quiz 4: Corporations (Tie Io Tile XI: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
The place shall be in the residence of the founding members
The place shall be in the residence of the President.
Question 38 0/1 pts
orrect Answer
bu Answered
Correct!
The following are the disadvantages of forming a corporation, except
There is a high cost and formation and operatives.
Itmakes feasible gigantic financial undertaking due to numerous investors.
‘Stockholders have little voice in the conduct of the business.
Its credit is weakened by the limited liability feature,
Question 39 1/1 pts
This is a process whereby the constituent corporations in a business
combination form a new corporation.
Combination
Merger
Consolidation
Transformation
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Question 40
1/1 pts
Itis a corporation established for business or profit.
Eleemosynary Corporation
Eo
astical Corporation
Correct! Civil Corporation
Lay Corporation
Question 41
0/1 pts
merger or consolidation?
213 vote of BOD and vote of shareholders holding at least 2/3 of
outstanding capital stock
outstanding capital stock
ou Answered None of the choices is correct,
orrect Answer
Majority vote of BOD and vote of shareholders holding at least 2/3 of
outstanding capital stock
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Which of the following is the voting requirement to approve a plan of
Majority vote of BOD and vote of shareholders holding at least majority of
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Question 42 1/1 pts
Which of the following statements refers to promoters?
Correct!
They are the persons who acting alone or with another take initiative in
founding and organizing the business or enterprise of the issuer and
receive consideration therefor.
They are the corporators of a non-stock corporation.
They are the corporators of a stock corporation.
They are persons who guaranteed on a firm commitment and/or declared
best effort basis the distribution and sale of securities of any kind by
another company.
They are those stockholders or members mentioned in the articles of
incorporation as originally forming and composing the corporation and who
are signatories thereof,
They are the persons who agreed to take and pay for original and
unissued shares of a corporation formed or to be formed,
Question 43 1/1 pts
A plan of merger or consolidation will include which of the following?
hitpsicanvasinstructure.com/courses/3240683quzzes/B037549 2129‘22, 12.13 PM ‘Quiz 4: Corporations (Tie Io Tile XI: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
The names of the corporations proposing to merge or consolidate,
hereinafter referred to as the constituent corporations.
The terms of the merger or consolidation and the mode of carrying the
same into effect
Correct! Allof the choices will be included in a plan of merger or consolidation
A statement of the changes, if any, in the articles of incorporation of the
surviving corporation in case of merger; and, in case of consolidation, all
the statements required to be set forth in the articles of incorporation for
corporations organized under this Code
Such other provisions with respect to the proposed merger or consolidation
as are deemed necessary or desirable
Question 44 0/1 pts
Which of the following does not have juridical personality as a
corporation?
orrect Answer Ostensible corporation or corporation by estoppel
Corporation by prescription
bu Answered De facto corporation
De jure corporation
hitpsicanvasinstructure.com/courses/3240683quzzes/B937549 2029‘ea, 12:13 PME ‘Quiz 4: Corporations (Tie Io Tile XI: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
Question 45 1/1 pts
After approval of the plan of merger or consolidation by the BOD and
stockholders, the articles of merger or consolidation will be executed by
the constituent corporations signed by the president or vice president and
certified by the secretary or assistant secretary of each corporation.
Which of the following is not included in the articles?
The method to be used in the merger or consolidation of accounts of the
companies
As to each &
against such plan, respectively
orporation, the number of shares or members voting for or
The carrying amounts and fair values of the assets and liabilities of the
respective companies as of the agreed cut-off date
The provisional or pro forma values, as merged or consolidated, using the
accounting method
The plan of the merger or the plan of consolidation
Correct!
All of the choices will be included in the articles of merger or consolidation
‘As to stock corporations, the number of shares outstanding, or in the case
of nonstock corporations, the number of members
hitpsicanvasinstructure.com/courses/3240683quzzes/B037549 25129‘ea, 12:13 PME
Correct!
Correct!
‘Quiz 4: Corporations (Tie Io Tile XI: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
Question 46 1/1 pts
It is a corporation where no part of its income is distributable as dividends
to its members and the capital of the corporation is not divided into shares
of stocks.
‘Stock corporation
Close corporation
Non-stock corporation
Open corporation
Question 47 1/1 pts
What are the exceptional cases wherein the courts may pierce the veil of
corporate fiction so that the stockholders, directors or officers will become
personally liable for corporate debts?
Any of the above.
When the corporate entity is used as mere alter ego, business conduit or
instrumentality of a person or another entity. (Alter ego cases)
When piercing of the corporate fiction is necessary to achieve justify or
equity. (Equity cases)
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Correct!
‘Quiz 4: Corporations (Tie Io Tile XI: 1ST 21-22 Reg 2/BAReg 2/EnReg 2/MKReg 2 Laws on Business Organizations
‘When the corporate entity is used to defeat public convenience such as in
case of labor case. (Defeat public convenience cases)
When the corporate entity is used to commit fraud or to justify a wrong or
to defend a crime. (Fraud cases)
Question 48 1/1 pts
Which of the following is not a valid effect of merger or consolidation?
The separate existence of the constituent corporations shall cease, except
that of the surviving or the consolidated corporation
The surviving or the consolidated corporation shall possess all the rights,
privileges, immunities and franchises of each constituent corporation; and
all real or personal property, all receivables due on whatever account,
including subscriptions to shares and other choses in action, and every
other interest of, belonging to, or due to each constituent corporation, shall
be deemed transferred to and vested in such surviving or consolidated
corporation with the approval of at least majority of the members of the
board of the constituent corporations
The constituent corporations shall become a single corporation which, in
case of merger, shall be the surviving corporation designated in the plan of,
merger; of consolidation, shall be the consolidated corporation
designated in the plan of consolidation
ind, in cask
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The surviving or the consolidated corporation shall possess all the rights,
privileges, immunities, and powers and shall be subject to all the duties
and liabilities of a corporation organized under this Code
The surviving or consolidated corporation shall be responsible for all the
liabilities and obligations of each constituent corporation as though such
surviving or consolidated corporation had itself incurred such liabilities or
obligations; and any pending claim, action or proceeding brought by or
against any constituent corporation may be prosecuted by or against the
surviving or consolidated corporation. The rights of creditors or liens upon
the property of such constituent corporations shall not be impaired by the
merger or consolidation
Question 49 0/1 pts
\s a unilateral proposition made by one party to another for the celebration
of a contract.
sedoevenes
consent
acceptance
orrect Answer offer
r
Inanswere’ Question 50 0/4 pts
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Ifa vacancy existed before consuming the whole term a trustee, how long
will the trustee filling up the vacancy hold office?
ear
orrect Answer Remaining term only
2 years
None of the choi
Quiz Score: 34 out of 50
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