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WorksheetsLAW ON CORPORATION
Total questions: 20
Worksheet time: 10mins
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
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
The following is distinguishment between Merger and Consolidation, except?
Merger happens when a corporation absorbs another. On the other hand, consolidation occurs when two or more corporations form one new corporation.
Consolidation happens when a corporation absorbs another. On the other hand, merger occurs when two or more corporations form one new corporation.
In the merger, one corporation survives. In the consolidation, all constituent corporations are dissolved.
In the merger no new corporation is created. In the consolidation, a single, new corporation emerges.
In the merger, assets and liabilities are acquired by the surviving corporation. In the consolidation, they are transferred to the new corporation.
Can a non-stock corporation offset unused contributions of members against the balance of receivables from the same members?
The unused contributions of members can be offset against the balance of receivables because this would amount to distribution of the capital of the corporation. Members of a non‐stock corporation are entitled to distribution of capital.
The unused contributions of members cannot be offset against the balance of receivables because this would amount to distribution of the capital of the corporation. Members of a non‐stock corporation are not entitled to distribution of capital. They are only entitled to distribution of capital upon dissolution when it is provided for in the articles of incorporation or by‐laws.
The unused contributions of members cannot be offset against the balance of receivables because this would amount to distribution of the capital of the corporation but the members of a non‐stock corporation are entitled to distribution of capital provided by law.
None of the choices are correct.
If the dissolution of the corporation takes involuntarily the modes are the following:
[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;
[e] Dissolution by the SEC;
[f] Dissolution by Legislation.
a, b, c, d, e, and f
a, c, d, and e only
c and d only
a, b, c, d and e only
In the requirements and procedure to accomplish merger or consolodation, approval of stockholders representing ____ or ______ in a nonstock corporations of each of such corporations at the seperate corporate meeting called by purpose.
2/3 of outstanding capital stocks or 2/3 of the member
Majority of the outstanding capital stoxk or 2/3 of the member
Majority of outstanding capital stocks or majority of the member
Any amount of outstanding capital stocks or half of the member
The distribution of dividend of a non-stock corporation is ___
authorized
not authorized
Authorized / not authorized
Outstanding/ not outstanding
One of the formal procedural and requirement when the dissolution is voluntarily made and no creditors are affected is the sending of notice of each stockholders or members by regkstered mail or personal delivery atleast how many days prior to the meeting?
5
10
15
20
All of the following are the grounds under involuntary dissolution, except:
Continous Operation
Serious misrepresentation
Refusal to comply of any lawful order
Defiance of any lawful order
The purpose of a nonstock corporation is,
Generally for profit.
Primarily organized for the charitable and religous, non-profit corporation
Both are true.
All of the choices are correct.
The power to terminate the members of the nonstock corporation is said to be inherent but strict compliance with the manner and procedure laid down in by laws must be observed, otherwise,
It may render the expulsion ineffective and invalid.
It may render the inpulsion inffective and invalid.
It may render the inpulsion effective and invalid.
It may render the expulsion effective and valid.
