LAW ON CORPORATION

It is generally entered to put the company upon a sound financial basis and to enable it to take care of its obligations thereby avoiding liquidation snd bankruptcy. (Choose the best answer.)

• Merger

• Consolidation

• Merger and Consolidation

• Reorganization

In the revised code of Corporation, the following includes in the new ammendment of the contents of the articles of Merger or Consolidation except?

• There will be a single Corporation

• The carrying amount 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 method to be used in the merger or consolidation of accounts of the companies.

Statement 1: Merger is effected notwithstanding the fact that the corporation is solvent.

Stement 2: Consolidation is the uniting or amalgation of two or more existing corporation to form a new corporations.

• Both statement is true.

• Only statement 1 is true.

• Only statement 2 is true.

• Neither of the statement is true.

What is true about the termination of a membership of a non-stock corporation?

• The by-laws or the AOI may terminated the members provided it was approved by SEC.

• The membership may be terminated in the manner and for causes provided in the AOI or by laws.

• In order to terminate a member, it is needed to be approved by BOD.

• Nons of the above

The following is false about dissolution, choose the exception?

• When a corporation dissolved, it ceases to be a juridical entity and can no longer pursue the business for which it was incorporated.

• When a corporation dissolved it ceases to be a justifiable entity and can no longer pursue the business for which it was incorporated.

• When a corporation dissolved, it ceases to be a juridical entity and can pursue the business for which it was incorprated provided it was approved by law.

• When an corporation dissolved, it ceases to be a justifiable entity and can pursue the business for which it was incorporated provided it was approved by law.

The following is the formal and procedural requirements when no creditors are affected in a voluntary dissolution, except one.

• Majority vote of the board of directors or trustees

• Sending of notice of each stockholders or member either by registered mail or personal delivery atleast 20 days tp the meeting scheduled by the board for the purpose of submitting the board action to dissolved the corporation.

• Both of the given is an exception

• None of the given is an exception

It was agreed that Ana Company will take over and acquire all the assets and liabilities of Charlie Company and by virtue of which Ana Company will absorb Charlie Company which is to be dissolved. What is true about Ana Company?

• Ana Company is known as the absorbed corporation

• Ana Company is known as the surviving corporation.

• Ana company is known both the absorbed snd surviving corporation.

• None of the above is true.

In the preceding number, what is true about Charlie Company?

• Charlie Company is the absorbed corporation.

• Charlie Company is the surviving corporation.

• Charlie Company is both the surviving and the absorbed corporation.

• None of the statement is true.

Under the ammendment, aside from empowering the SEC to Motu Proprio dissolve a corporation, the following grounds are now specified under Section 138, what is the exception.

• Non-use of corporate charter.

• Continuous inoperation of a corporation.

• Upon receipt of a lawful court order dissolcing the corporation.

• Upon finding by pre-final judgement the corporation procured its incorporation through fraud.

• None of the above is the exception

How may the corporation dissolved?

• If voluntary and there are no creditors affected, it is done by filing a resolution approved by the board and the stockholders with the SEC. This resolution must authorize dissolution and it must be certified and countersigned.

• If voluntary and there are creditors affected, by filing a verified petition for dissolution with the SEC.

• Involuntarily, the following are modes of dissolution:

  
  

  [a] By expiration but with failure to extend;

  [b] Failure to organize and commence;

  [c] Continuous inoperation and delinquency for more than 2 years;

  [d] Legislative dissolution; and

  [e] Dissolution by the SEC.

• None of the above

• All of the above