PARCOR mastery 4, 5, 6

What is the number of years within which no operation is done, thus, the corporation is deemed to have failed to organize the business from date of registration?

5 years

Statement 1 the rule of perpetual existence only applies to those corporations created when the revised corporation code is effective Statement 2 the maximum number of incorporators under the revised corporation code of the philippines is 15

Only statement 2 is true

the following are not allowed in the PH to form a OPC except: - pre-need companies -banks and quasi-banks - non-charted government- owned and controlled corporations - a natural person of legal age exercising fiduciary duties

a natural person of legal age exercising fiduciary duties

statement 1 SEC approval is not needed in determining the maximum capital of the corporation as it is reflected on its AOI statement 2 a corporation has no power to deny pre-emptive rights

both statements are false

statement 1 a close corporation can either be publicly traded or not statement 2 foreign corporations doing business in the Philippines need not to be registered with the SEC

both statements are false

statement 1 a non-stock corporation is allowed to distribute dividends to its members statement 2 if a corporation is liquidated, preference shareholders are given first priority over the claims of outside creditors and ordinary shareholders

both statements are false

statement 1 the OPC is required to submit its by-laws to SEC statement 2 there is no surety bond required for a single stockholder in a OPC even if the single stockholder also appoints himself/herself as the corporate treasurer

both statements are false

statement 1 the liability of the shareholders of a corporation is not limited to the amount of their capital contribution statement 2 there is a greater risk exposure of becoming a shareholder compared to that of a sole proprietor

both statements are false

statement 1 the written consent of the nominee and alternate nominee shall be attached to the application for incorporation and such consent cannot be withdrawn prior to the death or incapacity of the single stockholder statement 2 AOI should be amended everytime the single stockholder changes its nominee and alternate nominee

both statements are flase

statement 1 a OPC shall maintain a minutes book which shall contain all actions, decision, and resolution taken by the OPC statement 2 SEC may place the OPC under delinquent status in case of failure to submit the reportorial requirements 3 times (whether consecutively or intermittently) within a period of 5 years

both statements are true

statement 1 a corporation which has no defect in legal requirements is a jure corporation statement 2 a stockholder is an investor in a stock corporation while a member is an investor in a non-stock corporation

both statements are true

statement 1 cash withheld is the cash set aside to insure payments of potential liquidation expenses which may be incurred and unrecorded liabilities which may be discovered statement 2 the excess of a partner's share of losses over his capital credit balance is called capital deficiency

both statements are true

statement 1 in case of a trust or estate being a shareholder of an OPC, its term of existence shall be co- terminus with the existence of the trust or estate statement 2 publicly- listed corporations are private corporations whose stocks are listed in the Philippine Stock Exchange

both statements are true

statement 1 no par value shares cannot be issued as preference shares statement 2 holders of subscribed shares not fully paid which are not delinquent shall have all the right of a shareholder

both statements are true

statement 1 the exact principal place of business mentioned in the AOI is important because it is this address to which all summons, papers and legal processes can be sent statement 2 under the revised corporation code, the maximum term of corporate existence has been removed and the Philippines now adopts the doctrine of perpetual corporate existence

both statements are true

statement 1 the surety bond may be cancelled upon proof of appointment of another person as the treasurer and filing of amended form for appointment of officers statement 2 the single stockholder of an OPC is required to designate a nominee and an alternative nominee named in the AOI who shall replace the single stockholder in the event of the latter's death or incapacity

both statements are true

What law was repealed by the revised corporation code of the Philippines?

Batas pabansa blg. 68

Where should "OPC" be indicated in relation to the corporate name?

Either below or at the end of its corporate name

the first partner to receive cash under an advance cash distribution plan is the partner who:

can absorb the largest liquidation loss

the journal entry to record the payment of liquidation expenses shall be

debit partners' capital account credit cash

which of the following is not an attribute of a private corporation? - it is an artificial being -it has all the powers, attributes, properties of a natural person unless denied by law - it has the right of succession - its is created by operation of law

it has all the powers, attributes, properties of a natural person

which business is OPC allowed? banks and quasi-banks trust companies manufacturing companies insurance companies

manufacturing companies

statement 1 corporators can be artificial beings statement 2 a corporation is not allowed to have more than one stated purpose for which it is incorporated

only statement 1 is true

statement 1 the purpose of the preemptive right is to enable the shareholder to retain his proportionate control in the corporation and to retain his equity in the surplus statement 2 OPCs are required to submit their by-laws to SEC

only statement 1 is true

statement 1 treasury shares may either be ordinary shares or preference shares statement 2 treasury shares plus outstanding shares equals unissued shares

only statement 1 is true

statement 1 a natural person of legal age can act as member nominee of more than one OPC at the same time statement 2 the revised corporation code of the PH removed the absolute requirement of having a minimum of 5 individuals in forming a corporation

only statement 2 is true

statement 1 an OPC can be converted into an ordinary stock corporation but an ordinary stock corporation cannot be converted into an OPC statement 2 a natural person who is licensed to exercise a profession is generally not allowed to organize as OPC for the purpose of exercising his profession

only statement 2 is true

statement 1 an incorporator is a person who invites investors and subscribers before the formation and organization of a corporation whose contract entered into by him is called pre- incorporation subscription statement 2 when a change in the corporate name is approved, the SEC shall issue an amended certificate of incorporation under the amended name

only statement 2 is true

statement 1 subscribed ordinary share capital is credited on the date of subscription of ordinary shares for cash statement 2 a using the alternative of memorandum method, the unissued ordinary share account is credited upon issuance of stock certificate

only statement 2 is true

in the installment method of liquidation, the final cash distribution to partners is based on:

partners' capital balances

which of the following cannot be lawfully exercised by a non-stock corporation? -pay dividends - elect the board of trustees - amend the AOI - adopt by-laws

pay dividends

which of the following stocks must always be issued with a par value?

preference shares

at the date of the financial statements, shares issued would exceed shares outstanding as a result of:

purchase of treasury shares

what is the government agency that must be notified in case the existing corporation does not want to have the automatic perpetual existence?

securities and exchange commission

if a partner is insolvent, his personal properties shall first be distributed to___

separate creditors

Loss on retirement of treasury shares should be debited to:

share premium from original issuance, share premium from treasury shares, then to retained earnings