Separate juridical personality does not apply to a general partnership. Separate juridical personality applies to a corporation.

An industrial partner cannot be required to contribute capital without stipulation to that effect. An exception to this statement is the case of imminent loss of the business of the partnership, the industrial partner can be compelled to contribute an additional share to the capital to save the venture.

The death of a general partner dissolves the limited partnership. When a general partner dies, the limited partnership is not dissolved when it is continued by the remaining general partners.

A limited partner’s interest is assignable. An assignee does not become a limited partner unless he substituted for the limited partner.

The Grandfather Rule applies if there is an attempt to circumvent the nationalization requirement as when there is doubt as to the real owners, as in the case where there is layering. The Control Test is the primary test of nationality only for investment purposes.

The life of a corporation begins from the issuance of the Certificate of Incorporation

Corporations are prohibited from making donations to partisan political activity.

A de facto corporation is not issued with a certificate of incorporation because it merely attempted in good faith to incorporate. The de jure corporation, on the other hand, is issued with a certificate of incorporation.

A contract between two corporations having an interlocking director, who have substantial interest in both corporations is generally voidable at the option of the corporation. A contract between two corporations with an interlocking director, whose interest is substantial in one and nominal in the other corporation is generally valid.

A director who assents in writing to patently unlawful acts of the corporation is solidarily liable with the corporation. An officer who acts outside the scope of his authority is considered to be doing an ultra vires act.

The remaining directors do not constitute a quorum, yet they can elect a temporary Replacement Director to sit in the Emergency Board.  If one of the holdover directors resigns, the remaining holdover directors cannot replace him even if they constitute a quorum.

Primary franchise provides for certain rights and privileges conferred upon existing corporations. Secondary franchise is the right to exist as such corporation.

A corporator ceases to be an incorporator if he loses all his stocks. The director ceases to be the corporate president when he loses all his stocks.

Amanda owns 99% of the capital stock of AAA Corporation. Amanda also owns 99% of MMM Corporation. AAA Corporation obtained a loan from AN Bank. On due date, AAA Corporation defaulted. MMM Corporation is financially healthy. Which statement is most accurate?

Several French doctors wanted to set up a group clinic in the Philippines so they could render modern medical services. If the clinic is to be incorporated under our laws, what is the required foreign equity participation in such a corporation?

In increase of capital stock, the Treasurer’s Affidavit must certify under oath that:

Assigned to Harry is the filing of the Articles of Incorporation to SEC. However, Harry misappropriated the filing fees and never filed the document with the SEC. What he did was to prepare a bogus Certificate of Incorporation approving the Articles. Relying in good faith that the Certificate of Incorporation given by Harry is true, the corporation began exercising corporate powers. What kind of business organization is the one involved here?

A stock corporation may have 4 directors. A non-stock corporation may have 4 directors.

Alammoto Corporation declared stock dividends to its stockholders. The Board of Directors of Alammoto Corporation approved the stock dividends. In the subsequent year however, the Board again approved the redemption of all stock dividends and to pay the shareholdings in cash. Which statement is most accurate?

A corporation’s term under its Articles of Incorporation submitted to the SEC in year 2000 is January 28, 2022. Which is the most accurate statement?