LAWS ON PARCOR

1. Except one, qualifications of incorporators must be:

Answer:

2. w/c of the ff is correct

a. corp shall exist for a period not exceeding 50 yrs from the date of incorporation unless sooner
dissolved or unless said period is extended

b.corporate term as originally stated in the articles of incorporation may be extended for
periods not exceeding 50 years in any single instance by an amendment of the articles of
incorporation, in accordance w/ this code:

c.that no extension can be made earlier than 5 years prior to the original or subsequent expiry
date unless there are justifiable reasons for an earlier extension as may be determined by the
SEC

d.extension of the corporation’s existence may be made by an amendment of the articles of

incorporation

e.all of the above

3.A ______ is a written acknowledgment by the corporation of the stockholder’s interest in the corp. It
is the personal property and may be mortgaged or pledged. Transfer binds the corp when it is recorded
in the corporate books.

Answer:

4. Enumerated here under are the numbers and qualifications of Incorporators except one:

Answer:

5.Which statement is incorrect?

a. A corporation shall exist for a period not exceeding 50 yrs from the date of incorporation
unless sooner dissolved or unless said period is extended.

b. the corporate term as originally stated in the articles of incorporation may be extended for
periods not exceeding 50 yrs in any single instance by an amendment of the articles of
incorporation.

c.the amendment of the articles of incorporation shall be in accordance with the provisions of
the corporation code:

d. that no extension can be made earlier than 5 years prior to the original or subsequent expiry
date unless there are justifiable reasons for an earlier extension as may be determined by the
SEC

e.the existence of a corporation is similar to joint venture

6. amount of capital stock to be subscribed and paid for the purpose of incorporation must be _____
of the authorized capital stock as stated in the articles if incorporation must be subscribed at the time of
incorporation, and _______ of the total subscription must be paid upon subscription, the balance to be
payable on a date or dates fixed in the contract of subscription w/o need to call, or in the absence of
fixed date or dates, upon call for payment by the board of directors. Provided, however, that in no case
shall the paid-up capital be less than 5000.

Answer: and

7. Enumerated hereunder are the contracts of an article of incorporation, except:

Answer:

8. Not included in the requirements for amending Articles of incorporation is –

Answer:

9. Which one is not a ground for rejecting incorporation or amendment to article of incorporation?

Answer:

10. A private corp formed or organized under the provisions of the corporation law commences to have
corporate existence and juridical personally and is deemed incorporated from-

Answer:

11. A “de facto” corp is one that is defectively created so as not to become a de jure corp. It is the result
of an attempt to incorporate under an existing law coupled with the exercise of corporate powers. The
existence of a de facto corp can only be attacke directly by the state thru _________ proceedings.

Answer:

12. It is a corporation which is so defectively formed so that it is not a de jure or a de facto corporation
but is considered as a corporation with respect to those who cannot deny its existence because of some
agreement or admission or conduct on their part.

Answer:

13. The ff are the qualifications of Directors, except

Answer:
14. Which statement should not be included in the distinctions bet a partnership and corporation?

Answer:

15. What are the instances when a director may be held liable?

a.willfully and knowingly voting for and ascerding to patently unlawful acts of the corp

b.gross negligence or bad faith in directing the affairs of corp

c.acquiring any personal or pecuruary interest in conflicting of duty

d.all of the above

Part II

RULES/DOCTRINES/DEFINITONS

1. What is a judgment business rule?

2. Explain the Doctrine of Corporate Opportunity

3. What does the term Piercing the Veil of Corporation Fiction mean?

4. What is an Intra Corporate Controversy?

5. What is a Trust Fund Doctrine?

Part III

Case Problems
1. After many difficult years, which called for sacrifices on the part of the company’s directors, ABC
Manufacturing Inc. was finally earning substantial profits. Thus, the president proposed to the BOD that
the directors be paid a bonus equivalent to 15% of the company’s net income before tax during the
preceding year. The president’s proposal was unanimously approved by the BOD. A stockholder of ABC
questioned the bonus. Does he have grounds to object?
2. ABC Pigger Inc. is engaged in raising and selling hogs in the local market. Mr. De Dios, one of its
directors while travelling abroad, met a leather goods manufacturer who was interested in buying pig
skins from the PH. Mr. De Dios, set up a separate company and started exporting pig skins to his foreign
contact but the pig skins exported were not sourced from ABC. His fellow directors in ABC complained
that he should have given this business to ABC. How would you decide on this matter?

3.CBY & Co., Inc., registered with the SEC its articles of incorporation. If failed, however, for one reason
or another, to have its by-laws filed with, and registered, by the Commission. It nevertheless transacted
and did business as a corporation for sometime. A suit was commenced by its minority stockholders
assailing the continued existence of CBY& Co., Inc., because of the non-adoption and registration of its
by laws.

4. A corporation was created by a special law. Later, the law creating it was declared invalid. May such
corporation claim to be a de facto corporation?

5. When may a corporation invest its funds in another corporations business or for any other purposes?
6. PR Co owns a beach resort with several cottages. Jaime, the president of FR, occupied one of the
cottages for residential purposes. After Jaime’s term expired, PR wanted to recover possession of the
cottage. Jaime refused to surrender the cottage, contending that as a stockholder and former president,
he has a right to possess and enjoy the properties of the corporation. Is Jaime’s contention correct?

7.In a complaint filed against ABC Corporation, Luzon corp alleged that its President and Gen Manager,
who is also a stockholder, suffered mental anguish, fright, social humiliation and serious anxiety as a
result of the tortuous acts of ABC Corp. In its counterclaim, ABC corp claimed to have suffered moral
damages due to besmirched reputation or goodwill as a result of Luzon Trading Co’s complaint. May
Luzon Corp and ABC Corp recover moral damages, respectively?

8.
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