WorksheetsTitle II - incorporation and Organization of Private Corporation
Total questions: 20
Worksheet time: 15mins
Banks and quasi-banks, preneed, trust, insurance, public an publicly-listed companies, and non-chartered government-owned and controlled corporations may not incorporate as One Person Corporations.
TRUE
FALSE
Corporation by estoppel is founded on principles of equity and is designed to prevent injustice and unfairness.
TRUE
FALSE
A corporation commences its corporate existence and juridical personality and is deemed incorporated from the date the DTI issues certificate of incorporation under its official seal.
TRUE
FALSE
If a corporation has commenced its business but subsequently becomes inoperative for a period of at least 5 consecutive years, the SEC may, after due notice and hearing, place the corporation under delinquent status.
TRUE
FALSE
It is the article of incorporation that gives juridical personality to a corporation
TRUE
FALSE
It applies when persons assume to form a corporation and exercise corporate functions and enter into business relations with third persons
De facto corporation
Corporation by prescription
De jure corporation
Corporation by estoppel
Where a corporation has more than one stated purpose, the article of incorporation shall state which is the primary purpose and which is/a the secondary purpose or purposes to determine which investment of corporate funds require the authority of both the Board and Stockholders
Ultra vires acts
Purpose Clause
Primary and Secondary purposes
None of the above
What is a corporation with a single stockholder?
Single Corporation
Incorporation
One Person Corporation
Both b and c
The following are requisites of a de facto corporation, except:
A valid law under which a corporation with powers assumed might be incorporated
A bona fide attempt to organize a corporation under such law
Actual user or exercise in good faith of corporate powers conferred upon it by law
Continuous incorporation for a period of at least five (5) years
I. The number of directors shall not be more than 15
II. The number of trustees may be more than 15
Both are true
Only II is true
Only I is true
Both are false
A document prepared by the persons establishing a corporation and filed with the Securities and Exchange Commission containing the matters required by the Code
Subscription contract
Articles of partnership
Articles of incorporation
Certificate of incorporation
Corporation acts performed beyond its powers
Secondary purpose
Ultra vires acts
Primary purpose
None of the above
A name is not distinguishable even if it contains one or more of the following:
I. The word “corporation”, “company”, “incorporated”, “limited”, “limited liability”, or an abbreviation of one of such words
II. Punctuations, articles, conjunctions, contractions, prepositions, abbreviations, different tenses, spacing, or number of the same word or phrase.
Inly I is true
only II is true
Both are true
Both are false
The amendment of the articles of incorporation requires the vote or written assent of stockholders' representing 2/3 of the outstanding capital stock or 2/3 members if it be a non-stock corporation
TRUE
FALSE
Place where its books and records are ordinarily kept and its officers usually meet for the purpose of managing the affairs and transacting the business of the corporation.
Place of principal's office
Board of director's office
Member's office
All of the above
The following are the tree steps in the creation and organization of a corporation, except:
Promoters
Formal organization and commencement of business operations
Promotion
Incorporation
What best describe the de facto corporation?
One which actually exists for all practical purposes as a corporation but which has no legal right to corporate existence as against the State.
a corporation from the fact of its acting as such, though not in law or of right a corporation.
one which had not complied with all the requirements necessary to be a de jure corporation
All of the above
A corporation shall have perpetual existence unless its article of incorporation provides otherwise
TRUE
FALSE
The following are examples of formal organization of a corporation, except:
Payment of shares
Election of board of directors or board of trustees and officers
Adoption of by- laws and filing with the same with the SEC
Amendment of articles of incorporation
All persons not stockholders or members who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities and damages incurred or arising as a result thereof
TRUE
FALSE
