PART II: 1980 Corporation Code - True or False

The chief archbishop, rabbi or other religious leader becomes a corporation sole from and after the filing of the articles of incorporation with the Securities and Exchange Commission.

True

False

Clear selection

In case of deadlocks in the management of the affairs of a close corporation, the Securities and Exchange Commission may order the corporation to acquire its own shares provided the has unrestricted retained earnings to cover the shares.

True

False

All persons who assume to act as corporations knowing it to be without authority to do so shall be liable as general partners for all debts and damages arising as a result thereof.

True

False

A stockholder may be denied the right to inspect the books of the corporation if in the past he improperly used the information which he obtained from another corporation of which he is also a stockholder.

True

False

When vacancy in the board arises from the death of a director such vacancy may be filled by the remaining provided they still constitute a quorum

True

False

A director is required to be an owner of at least one share of a corporation. However, he continues to be a director although he has disposed of all his shares provided the term for which he was elected has not yet expired.

True

False

The by-laws are not required in the acquisition by a corporation of a juridical personality.

True

False

The due existence of a de facto corporation may be attacked collaterally in a proceeding.

True

False

As a rule, directors are not entitled to compensation as such directors but they may receve compensation if they serve the corporation in another capacity.

True

False

A foreign corporation may do business in the Philippines by obtaining a license but without the need of incorporating under Philippine laws.

True

False

The business of a close corporation may be managed by the stockholders instead of by the board of directors.

True

False

Stockholders or members cannot delegate to the board of directors the power to amend, repeal or adopt new by-laws.

True

False

The continuous inoperation of a corporation for a period of at least 5 years will result in its automatic dissolution.

True

False

When a stockholder exercises his appraisal right, all his rights as a stockholder, except the right to receive payment of the fair value of his shares will be suspended.

True

False

Unless otherwise provided by the articles of incorporation or by-laws, the quorum in the meetings of the board of directors is the majority of the total number of the board of directors.

True

False

The Meetings of directors may be held in or outside the Philippines, unless the by-laws provide otherwise.

True

False

A director individually and as such can bind the corporation since he is an agent of the corporation.

True

False

A Subscriber's name may appear in the articles of incorporation were may not be an incorporator of the corporation.

True

False

A stockholder can transfer his shares to another person without the consent of the other stockholders.

True

False

A corporation commences to exist upon the execution of the articles of incorporation by the incorporators.

True

False

The by-laws of a non-stock corporation may validly provide that members may vote by mail.

True

False

The number of trustees in a non-stock corporation may be more than 15.

True

False

As a rule, the majority of the incorporators of a corporation formed under Philippine laws must be citizens of the Philippines.

True

False

If a meeting of stockholders or members is improperly held or called, the act taken in such a meeting will not be valid even if the act is within the stockholders were present or duly represented in such meeting.

True

False

Holders of shares not fully paid but which are not delinquent shall have all the rights of a stockholder except the right to a stock certificate.

True

False

A Provision in the by-laws requiring that one must be the owner of more than one share of stock to be eligible as director is valid.

True

False

A corporation is dissolved upon the expiration of the period for which it was formed unless the said period is extended.

True

False

If a stockholder has pledged his shares to secure a debt, the right to vote the shares is transmitted automatically to the pledgee.

True

False

After dissolution, a corporation shall nevertheless continue to exist as a body corporate for 3 years not for continuing the business but for liquidating its affairs.

True

False

A contract entered into between a corporation and one of its directors may still be valid even if such director was present in the board meeting for the approval of the contract.

True

False

A subscription is generally an indivisible contract. Accordingly, the certificate of stock therefore may not be issued unless the subscription and other amounts due from the stockholder have been paid

True

False

The right of a stockholder to acquire new issues of shares may be denied in the articles of incorporation.

True

False

Shares of stock may be issued for service to be performed at some future time such as that to be rendered by a lawyer for the increase in the capital stock of a corporation.

True

False

A trustee in a voting trust agreement acquires legal title to the shares entrusted to him.

True

False

A corporation may be formed for more than one purpose.

True

False

The entire consideration received for the issuance of no-par shares shall all be treated as capital and no part thereof shall be available for distribution as dividends.

True

False

In the meetings of the board of directors, the vote required for the approval of an act is the majority of those present provided there is a quorum except in the election of the officers which requires a majority of the total number of the board of directors.

True

False

A share of stock is an intangible personal property.

True

False

The officers of a non-stock corporation may be elected directly by the members instead of by the board of trustees.

True

False

The by-laws of a non-stock corporation may validly provide that meetings of members may be held outside the city or municipality where the principal office of the corporation is located provided that such other place must be within the Philippines.

True

False

The board of directors may abandon a previously approved act to sell or dispose all or substantially all of corporate property without any further approval from the stockholders or members.

True

False

If no payment is made by a subscriber on the due date of his subscription, his shares become delinquent on the day following.

True

False

A subscription contract must be in writing to be enforceable if the amount or the subscription is P500.00 or more.

True

False

A voting trust agreement enables a stockholder to retain control of the corporation of which he is a stockholder during the time that the voting trust agreement is in effect although he may have disposed of all his shares.

True

False

A delinquent stock is deprived of all the rights of a stockholder including the right to dividends.

True

False

As a rule, directors of a corporation may be removed with or without cause.

True

False

The by-laws of a corporation may validly provide that one may be the President and Secretary or President and Treasurer at the same time.

True

False

All subscribed shares are issued shares whether or not fully or partially paid as long as there is a binding subscription agreement.