I. TRUE OR FALSE. Write TRUE if the fact given in the item is precise, otherwise write FALSE. (2 pts each) True 1) Any immovable property may be acquired in a partnership name True 2) Every partner is a debtor of a partnership for whatever he may have promised to contribute in the partnership True 3) Winding up is the process of settling the business or partnership affairs after the dissolution. __________ 4) Partnership is annulled after the consent of the partners. True 5) The surname of the limited partner cannot absolutely appear in the limited partnership False6) A de facto corporation exists in fact and in law
False7) Family members cannot establish a corporation under the Corporation Code __________ 8) Scientific, civil and political organizations with the intention of serving the public can be form a stock corporation and issue stocks to accumulate more resources to assist the needy. __________ 9) Subscribed capital stock has par value.
False10) A corporation can change its name from that originally selected after complying with the formalities prescribed by law.
II. IDENTIFICATION. Write the correct answer. (15 points)
Private Corporation 1) A corporation created under strict conformity with the mandatory requirements for incorporation and whose right to exist cannot be questioned by any party even in a direct proceeding for that purpose by the State. Estoppel 2) A bar which precludes a person from denying or asserting anything contrary to that which has been established as the truth by his own representation either express or implied The corporation code of the Philippines 3) The title of BP 68 Religious Corporation 4) A corporation sole consists of one member or corporator only and his successor such as bishop. Non Stock corporation 5) A corporation established for charitable purposes _________________ 6) The portion of the capital stock issued and held by persons other than the corporation itself. _________________ 7.)A written acknowledgment by the corporation of the interest, rights, participation of a person, management, profits and assets of a corporation. Preferred 8) Shares issued to the organizers of a corporation in consideration of certain rights or property. AOI 9) Term of corporate existence
40% 10) The percentage of capital that can be owned by foreigners in corporations for explorations, development and utilization of natural resources five11) The minimum number to comprise the board of directors and eventually set up a corporation 2/312) The vote necessary to remove a board of director
Right of Appraisal13) A right granted to a dissenting stockholder to demand payment of fair value of his shares in case of an extension of a corporate term Incidental 14) An act done outside of limited powers of a corporation Corporation 15) An artificial being created by operation of law having the right to succession and the powers, attributes and properties expressly authorized by law or l incident to its existence
III. ENUMERATION (20 points)
A. Four elements of a corporation
A corporation Is an artificial being // by operation of law // with right of succession // a corp law has the powers, attributes and properties expressly authorized by law or incident to its existence B. Five essential features of a partnership
First there must be a valid contract // Third would be mutual contribution of money, property, or industry to a common fund // Fourth object must be lawful // primary purpose to obtain profits and to divide them among parties
C. Two kinds of partnership as to liability of partners - General and Limited D. Two kinds of corporation under the Corporation Code – Stock and Non Stock E. Two kinds of corporation as to their corporate existence – De Jure and De Facto F. Two public corporations governed by the Corporation Code – Close and Open Corporation G. Three powers of a corporation – Express // Implies // Incidental // Inherent
A) Accdg to corp law...
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