Stock and Cash dividends: 2 common kinds of dividends

a. When cash dividends are declared, the assets of the corporation diminish by exactly the amount paid off and the property of the
stockholder increases. TRUE
b. A stock dividend converts surplus or profits of a corporation into the permanent account and is capitalized, placing it beyond the
power of the board of directors to withdraw from corporate use and to distribute it to the stockholders. TRUE
c. A stock dividend is taxable as income. FALSE
d. Both cash dividend and stock dividend may be declared only by the Board of directors without involving the stockholders. FALSE
stock dividend there is capitalization of earnings or profits, together with a distribution of the added shares which evidence the
assets transferred to capital,
Cash dividend there is a mere increase in the number of shares which evidence ownership without altering the amount of the
capital, surplus, or segregated earnings.
a.

b.
c.

In a management contract, where a stockholder of both the managed and managing corporation own more than 1/3 of the total
outstanding capital stock entitled to vote of the managing corporation, the management contract does not need the approval of the
stockholders. FALSE
No management contract shall be entered into for a period longer than five years. TRUE
A management contract can delegate entire supervision and control over the officers and business of a corporation to another.
FALSE

a. Ultra vires act VOIDABLE BY RATIFICATION

b. Illegal acts VOID NO MORE REMEDY
c. Acts done without complying with certain conditions and formalities VOIDABLE BY RATIFICATION
d.Acts involving inexistent contracts VOID NO MORE REMEDY
Rules in cases of ultra vires acts:
a. Those which are executory on both sides cannot be enforced by either party, thereto
b.Those fully performed on both sides neither party can maintain to set aside transaction or to recover what has been parted
with.
c. Those performed on one side and the other received benefits by reason of such performance. recovery is permitted in most
courts on behalf of the former
Torts damages, corporation is liable for the acts of officers, directors/trustees done within the scope of their authority
Crimes imprisonment, corporate officers responsible of the act is liable.
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Bylaws As the rules of action adopted by a corporation for its internal government and for the government of its stockholders or
members and those having the direction, management and control of its affairs in their relation to the corporation and as among
themselves, including rules for routine matters such as calling meetings and the like.
a. Even holders of non-voting shares or non-voting members are entitled to vote on the adoption of by-laws. TRUE
b. By-laws may be filed either prior to incorporation with the articles of incorporation or after receipt of official notice of the issuance of
its certificate of incorporation by the SEC. TRUE
c. Non-filing of the by-laws on time will result to automatic dissolution of the corporation and shall render the corporation liable to the
revocation of its registration. FALSE
d. The corporation, its directors or trustees and officers are bound by and must comply with their by-laws. TRUE
e. Third persons who have no knowledge of the by-laws of a corporation are not bound by such by-laws. TRUE
f. The place of meeting of the stockholders or members may be held anywhere in or outside of the Philippines. FALSE
g. The meeting of the directors must always be held at the city or municipality where the principal office of the corporation is located.
FALSE
h. The by-laws can dispense with the minimum legal requirement that the director must be the registered owner of at least one (1)
share of stock. FALSE
i. Amendment or repeal of by-laws may be done by referendum. FALSE
j. The stockholders may delegate the power to amend or repeal the by-laws to the board of directors/trustees by a mere majority vote
of the outstanding capital stock or a majority of the members of a non-stock corporation. FALSE
k. The power to revoke the power delegated to the board of directors/trustee may be effected only by 2/3 of the outstanding capital
stock or 2/3 of the members in a non-stock corporation. FALSE
l. A board resolution shall prevail over the by-laws in case of conflict. FALSE

m. The SEC shall not accept the by-laws or amendments thereto of a special corporation governed by special laws, unless
accompanied by a certificate of the appropriate government agency. TRUE
a. Directors or trustees can only exercise their powers as a board, not individually or separately. TRUE
b. The articles of incorporation of a corporation states that the principal office of the corporation is located at Makati, Metro Manila and
the stockholders may hold their meeting in any city or municipality located in Metro Manila, such as Manila. TRUE
c. The date of the stockholders/members meeting as fixed in the by-laws cannot as a general rule, be changed except for valid
reasons. TRUE
d. The president shall preside over all meetings of the stockholders/members as well as of the board of directors/members unless the
by-laws provide otherwise. TRUE
e. In case of pledged or mortgaged shares in stock corporation, it is the pledgor or mortgagor who has the right to attend and vote at
meetings of stockholders, unless the pledgee or mortgagee is expressly given such right in writing which is recorded in the proper
books of the corporation. TRUE
f. Holders of stock without voting rights may vote in cases provided in Sec. 6 (par. 6, nos. 1-8). TRUE
g. Preferred and redeemable shares may be deprived of their voting rights. TRUE
a. Stockholders or members may vote in person or by proxy in all meetings. TRUE
b. No proxy shall be valid and effective for a period longer than 10 years. FALSE
c. Voting by proxy is allowed in board meetings. FALSE
d. While proxies must be in writing, oral proxies are allowed. FALSE
e. In case of a proxy where the name is blank, it is the corporation that is constituted as the proxy. TRUE
f. For corporate members, a board resolution authorizing the signatory to the proxy should be submitted. TRUE
Regular/Special Meeting General/Limited Proxies
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a. A voting trust agreement shall have a period not exceeding five years at any one time. TRUE
b. In the case of a voting trust specifically required as condition in a loan agreement, said voting trust may be for a period exceeding
five years which shall automatically expire upon full payment of the loan. TRUE
c. A voting trust agreement need not be in writing or notarized FALSE
d. A certified copy of the voting trust agreement shall be filed with the corporation and SEC to be effective and enforceable. TRUE
e. A voting trust is a corporate device to secure management control with little or no investment. TRUE
f. A voting trust agreement transfers only the voting or other rights pertaining to the share and also the properties or assets of the
corporation. FALSE
g. The trustee holds the equitable or beneficial ownership while the stockholder holds title to the shares conveyed to the trustee under
the voting trust agreement. FALSE
h. The trustee issues to the stockholders in exchange for the shares conveyed under the voting trust agreement voting trust certificates.
TRUE
i. To assure continuity of policy and management is a valid and sustainable purpose of a voting trust agreement. TRUE
j. To secure employment and salaries for the contracting parties is a valid and sustainable purpose of a voting trust agreement. FALSE
k. The right of a trustee to act is limited to any particular meeting. FALSE
Three ways by which a person may become a shareholder:
a. By subscription contract with an existing corporation for the acquisition of unissued shares
b. By purchase from the corporation of treasury shares
c. By transfer from a previous stockholder of the outstanding shares or existing subscription to shares.
1. As to subject matter, give the 2 kinds of share that may be subject of a subscription contract.
a. original issue of stock
b. increase of capital stock
2. Give the four kinds of subscription P.P.C.A
a. Pre-incorporation subscription
b. Post incorporation subscription
c. Conditional subscription
d.Absolute subscription
A stock option is a privilege granted to a party to subscribe to a certain portion of the unissued capital stock of a corporation within
a certain period and under the terms and conditions of the grand exercisable by the grantee at any time within the period granted.

a. A corporation does not need the approval of the SEC before it can grant or issue any stock option. FALSE
b. Exercise of the stock option must be done within 3 years from approval thereof by the commission. TRUE
c. Stock subscriptions are in the nature of trust fund in the sense that they are to be maintained unimpaired for the protection of
corporate creditors. TRUE
d. The liability of a stockholder for unpaid subscription can be compensated or set-off with the value of his shares and stock dividends.
FALSE
e. A stock corporation may release an original subscriber from paying his shares without valuable consideration. FALSE
f. A subscription for share of stock of a corporation still to be formed shall be irrevocable for 12 months from date of subscription.
FALSE
At what point in time will a subscriber become a stockholder even though he has not paid for his shares.
- A subscriber becomes a stockholder immediately upon acceptance of his subscription even before full payment and may not legally
be released by the corporation from the obligation to pay for his shares.
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a. Stocks may be issued for a consideration less than the par or issued price thereof. FALSE
b. Property received as consideration for stocks need not be necessary or convenient for the use of the corporation. FALSE
c. Valuation of the consideration other than actual cash or consisting of intangible property after valuation there does not need the
approval of the SEC. FALSE
d. Shares of stock may be issued in exchange for promissory notes or future services. FALSE
e. The consideration for treasury shares may be less than par value thereof as long as the price is reasonable. TRUE
f. Stocks issued for a consideration less than their par or issued price are watered stocks. TRUE
g. Real property may be accepted as payment on subscription to the capital stock only when the same can be used in the business of
the corporation, as one engaged in real estate development, subdivision, agro-industrial business. TRUE
h. The consideration of stocks by way of services should be for services actually performed not future services, otherwise an agreement
to issue stock before the same is rendered is void. TRUE
i. The consideration of no par shares should not be less than the value of P5/share. TRUE
Three (3) sources of corporate capital.
a. Funds furnished by share holders
b. Borrowings
c. Profits and stock dividends
Give the four (4) modes by which shares may be issued.
a. by subscription before and after incorporation
b. by sale of treasury stock after incorporation for money, property or service
c. by subscription to new issues of stock
d. by making a stock dividend
As a general rule, under the Securities Regulation Code, all securities which are offered for sale shall be registered with the SEC.
Please give the two (2) instances when such registration is not required.
a. Any security issued or guaranteed by the government of the Philippines, or by any political subdivision or agency thereof, or by
any person controlled or supervised by, and acting as an instrumentality of said government.
b. Any security issued or guaranteed by the government of any country with which the Philippines maintains diplomatic relations.
Please identify if the following securities/transactions should be registered with the SEC by yes or no:
a. Any security issued or guaranteed by the Government of the Philippines or any political subdivision thereof. NO
b. Any security issued or guaranteed by the Government of any country with which the Philippines maintains diplomatic relations or
by any state on the basis of reciprocity. NO
c. At any judicial sale or sale by an executor, administrator, guardian or receiver or trustee in insolvency or bankruptcy
proceedings. NO
d. An isolated transaction by which any security is sold, offered for sale, subscription by the owner thereof or his representative.
NO
a. The stock certificate is not stock in the corporation, but is merely evidence of the holders interest and ownership of the share
represented thereby. TRUE
b. The stock certificate is a negotiable instrument. FALSE

c. The corporation needs the consent of the SEC for the issuance of stock certificates. FALSE
d. Delivery, actual or constructive is essential to the issuance of a certificate of stock. TRUE
e. Transfer of shares represented by the certificate is effected by its indorsement by the owner or his agent and delivery thereof, so
indorsed to the transferee. TRUE
f. The assignee in an assignment of shares can enjoy the status of a stockholder and the assignor can be deprived of his rights as a
stockholder. FALSE
g. In order to be valid against third persons and the corporation, the transfer of shares must be entered and noted upon the books of
the corporation. TRUE
h. A bona fide transfer of shares of a corporation not registered in the corporate books is invalid as against a subsequent lawful
attachment or execution of said shares regardless of whether or not the attaching creditor had actual notice of said transfer. TRUE
i. Shares of stock against which the corporation holds any unpaid claim arising from any unpaid subscription shall not be transferable
in the books of the corporation. TRUE
j. The stock certificate may be issued to a subscriber even if the subscription has not yet been fully paid. FALSE
k. The stockholder by reason of his stock is a creditor of the corporation. FALSE
Three (3) modes of stock transfer.
a. Indorsement and delivery of stock certificate
b. Transfer made in separate instrument
c. Judicial or extra-judicial settlement of the estate
Legal effect of an unregistered transfer of shares:
a. As between the transferor and the transferee valid and binding
b. As to the corporation - invalid and ineffective
c. Right of the transferor to vote - valid
d. Right of the transferor to dividends valid
e. As against corporate creditors invalid
Two (2) rights of the dissenting minority.
a. Minority stockholders objecting to certain corporate action may demand appraisal and payment of their stock and thus terminate
their relation with the corporation
b. May bring actions at law in their names to preserve and protect their interests or in the name of the corporation to redress
wrongs committed solely against the corporation.
Three (3) actions by stockholder or members.
a. Derivative actions
b. Individual actions
c. Representative actions
Who will bring the action
Derivative

Stockholders/members

In whose name and whose

behalf
In behalf of the corporation

Individual

Share holder

In his own name

Representative

Stockholder

In behalf of himself and all other

stockholders similarly situated

Nature of cause of action

To redress wrongs committed
against it
For direct violation of contractual
rights
Is a kinds of class action

a. The SEC has jurisdiction to decide cases involving intra-corporate disputes. FALSE
b. The prohibition to issue watered stocks refers only to the original issue of stocks, but not to a subsequent transfer of stocks by the
corporation, for then it would no longer be an issue, but a sale thereof. TRUE
c. Treasury shares may be sold for less than their par value or issued value for they have already been issued and paid for, provided
the price is reasonable. TRUE
d. The liability of a director or officer of a corporation consenting to the issuance of a watered stock is joint. FALSE
e. A stock delinquent for unpaid subscription may be voted upon or be entitled to vote at any stockholders meeting as well as have the
rights to dividends. FALSE
f. Notice to the stockholder is a condition precedent to recovery by the corporation for unpaid subscriptions. TRUE

g. The highest bidder is the person offering at the sale to pay the full amount of balance of the subscription together with accrued
interest, if any, cost of advertisement and expenses of the sale for the highest number of shares or fraction of a share. FALSE
h. Title to all the share purchased by the corporation of delinquent stocks shall be considered as treasury shares and may be disposed
of by the board of directors for a reasonable price. TRUE
The two (2) actions that may be brought by the state against a corporation.
a. Quo warranto
b. Injunction
The three (3) remedies of a corporation to enforce payment of stock subscription.
a. Extra judicial sale at public auction
b. Judicial auction
c. Collection form cash dividends and withholding of stock dividends
The two (2) cases when call for payment of unpaid subscriptions is not necessary.
a. Insolvency supervenes upon a corporation; the payment of stock subscription may be enforced.
b. Subscriber becomes insolvent
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a. A sale of delinquent stocks may be questioned on the ground of irregularity or defect in the notice of sale or the sale itself upon
payment or tender by the party to the holder of the stock such sum as required under section 69. TRUE
b. Delinquent stock is included in determining the presence of quorum. FALSE
c. Delinquent members of a non-stock corporation may be allowed to vote if allowed by the by-laws. TRUE
d. Holders of subscribed shares not fully paid for which are not delinquent shall similarly be deprived of the right to vote. FALSE
e. Full payment of subscription is not required to make one a stockholder. TRUE
f. In case of a lost stock certificate, a new one may be issued before expiration of the one year period after publication of the loss upon
filing of a bond for by the registered owner thereof. TRUE
g. Publication of the loss maybe dispensed with when no certificate has been issued, because the corporation lost it itself. TRUE
h. Trade secrets may also be subject to inspection. FALSE
What are the four rights which the holders of delinquent stock will be deprived of?
right to vote
right to be voted upon
right to representation
other rights
What right can he not be deprived of?
He cannot be deprived of his rights to dividends.
What are the 4 kinds of books corporations are required to keep?
a. Minutes of all meetings of directors or trustees
b. Record of all business transactions
c. Stock and transfer book
d. Minutes of all meetings of stockholders or members.
Give the 4 parties who can inspect the corporate books?
a. Any director, trustee, or stockholder or member
b. Voting trust certificate holder
c. Stockholder of a sequestered company
d. Beneficial owner of shares
Identify the parties of the following
i. Merger merged or absorbed corporation and merging/absorbing/surviving corporation
ii. Consolidation Constituent corp or original corporations and consolidated corp
A, Inc. and B, Inc, are existing corporations. A, Inc. transfers all of its assets to B, Inc. B, Inc. absorbs and acquires all the property,
rights and liabilities of A, Inc. which is dissolved. B, Inc. continues its corporate existence.
What is the corporate combination called?
MERGER
What is A. Inc called?

 ABSORBED CORPORATION
What is B, Inc. called?
ABSORBING CORPORATION
Identify the surviving corporation
B, Inc.
The stockholders of A, Inc. become the stockholders of what corporation?
B, Inc.
A, Inc. and B, Inc. are existing corporations. They unite to form C, Inc. to which they will transfer all their assets. A, Inc. and B, Inc.
are dissolved by the consolidation. The title to their property passes to C, Inc. and all their rights and liabilities are assumed by C, Inc.
What are A, Inc. and B, Inc. called?
Constituent corporation
What is C, Inc. called?
Consolidated corporation
Who become stockholders of C, Inc.
Stockholders of A, Inc and B, Inc. become stockholders of C, Inc.
a. There is still winding up of affairs in merger and consolidation. FALSE
b. There is automatic assumption of liabilities of the absorbed or constituents corporations in merger and consolidation. TRUE
c. The consent of creditors of a corporation is not necessary in merger, consolidation, it being authorized by law. TRUE
d. The absorbed or constituent corporations are ipso facto dissolved. TRUE
Give the 3 instances when the appraisal right may be exercised.
a. In case any, amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or clash
of shares, or of authorizing preferences is any respect superior to those of outstanding shares of any clash, or of extending or
shortening the term of corporate existence.
b. In case of sale, lease, exchange, transfer, mortgage pledge or other disposition of all or substantially all of the corporate property and
assets are provided in this code.
c. In case of merger or consolidation.
Who shall bear the cost of appraisal of the shares:
a. When the fair valuation ascertained by the appraiser is approximately the same as the price which the corporation may be offered.
by the dissenting stockholder
b. When the fair valuation offered by the corporation is lower than the fair value of the appraiser. by the corporation
c. Where an action is filed by the dissenting stockholder to recover fair value, and the refusal of the stockholder is found by the court to
be justified. by the corporation
Non-stock
Non-profit
No distribution
More than 15 members
3 years
Member
member

stock
Profit
Distribution of dividends allowed
15 members
1 year
Director 1 share
BOD/Trustees
Principal placeof the business

Manner of voting

At any place even outside the

principal office of the
corporation
1 mem 1vote

Right to vote of holders of delinquent stock

Can vote

profit
Distribution of dividends
Number of member of the BOD/BOT
Term of the BOD/BOT
Qualifications of director/trustee
Election of officers if done directly by
shareholders/members
Place of meeting of the BOD/BOT

Vote according to number of shares

owned
Cannot vote

Give the 3 features which the articles of incorporation of a close corporation shall provide for.
a. All of the corporations issued stock of all classes exclusive of treasury shares shall be held of record by not more than a specified
number of persons, not exceeding twenty.
b. All of the issued stock of all classes shall be subject to one or more specified instruction or transfer
c. The corporation shall not be enlisted in any stock exchange of any class.
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a. The articles of incorporation of a close corporation may provide for the classification of shares or restrictions on the transfer of
shares. TRUE
b. The articles of incorporation of a close corporation may not provide for the classification of directors into one or more classes, each of
which may be voted upon solely by a particular class of stock. FALSE
c. A greater quorum or voting requirement may not be provided for in meetings of stockholders or directors in close corporations.
FALSE
d. The articles of incorporation of a close corporation may provide that the business of the corporation shall be managed by the
stockholders rather than by a board of directors. TRUE
e. The objective of imposing restrictions on the transfer of shares in a close corporation is to prevent change of control of the
corporation which might otherwise result from the transfer of voting shares. TRUE
2 kinds of valid agreements by stockholders allowed for close corporations.
a. Stockholders agreement in general
b. Voting or pooling agreement in particular
a. In close corporations, any action by the board of directors without a meeting shall be deemed valid under certain conditions under
Sec. 101 of the Corporation Code. TRUE
b. The pre-emptive right of stockholders in a close corporation extends only to new issues of shares out of an increase of the capital
stock and not to all stocks to be issued. FALSE
c. Where the directors or stockholders in a close corporation are so divided in the management of the corporations business and
affairs, so that there is a paralyzation of corporate operations, this is called a deadlock. TRUE
d. In case of deadlock, it is the RTC that has jurisdiction to conduct the arbitration. FALSE
2 kinds of special corporations
a. Educational corporation
b. Religious corporation
2 kinds of religious corporations
a. Corporation sole
b. Religious societies
a. A corporation sole may mortgage and sell real property without need of obtaining a court order. FALSE
b. A corporation sole may be dissolved upon submission of a declaration of dissolution to the SEC which needs no SE approval.
FALSE
c. A corporation sole consists of two or more incorporators. FALSE
d. The approval of the SEC of the articles of incorporation is necessary before it can be considered a corporation sole. FALSE
e. The title to the properties of a corporation sole shall be in the name of the archbishop, etc. in trust for the use, purpose and benefit
of the religious denomination. FALSE
2 kinds of dissolution under the Corporation Code
a. Voluntary dissolution
b. Involuntary dissolution
3 kinds of voluntary dissolution
a. By the vote of the board of directors and the stockholders where no creditors are affected.
b. By judgment of the SEC after hearing of petition for voluntary dissolution where creditors are affected
c. By amending the articles of incorporation to shorten the corporate terms.
3 kinds of involuntary dissolution
a. By the expiration of the term provided for in the articles of incorporation
b. By legislative enactment

c. by failure to formerly organize and commence the transaction of its business within two years from date of incorporation.
The legal effect of non-use of the corporate charter and non-continuous inoperation of a corporation on a) whether it is deemed
dissolved under sec. 22, or b) is there automatic dissolution, or c) when will it be lawfully considered d) what is the effectivity of such
dissolution.
a. Shall be deemed dissolved
b. There is no automatic dissolution
c. The corporation shall be lawfully be dissolved upon issuance of the SEC certificate of dissolution after notice and hearing
d. Retroact
a. The dissolution of a corporation results in the vesting of legal title to the corporate property in the stockholders who become coowners thereof. TRUE
b. Upon dissolution, the corporation ceases as a body corporate to continue the business for which it was established. TRUE
c. The dissolved corporation continues as a body corporate for 5 years for purposes of winding up or liquidation. FALSE
3 purposes of winding up of the affairs of a dissolved corporation
a. For the purpose of prosecuting and defending suits by or against it
b. Enabling it to settle and close its affairs
c. To dispose of and convey its properties and to distribute to assets; but not for the purpose of continuing the business for which it
was established.
3 methods by which a dissolved corporation may wind up its affairs.
a. Liquidation by the corporation itself
b. Liquidation by a duly appointed receiver
c. Liquidation by a trustee to when the corporation had conveyed the corporate assets.
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2 elements of a foreign corporation under sec. 123 of the Corporation code.
a. Organize or existing under any laws other than those of the Philippines
b. Whose laws allow Filipino citizens and corporations to do business in its own country or state.
2 documentary requirements that a foreign corporation wishing to do business in the Philippines must comply with.
a. License for that purpose from the Securities and Exchange Commission
b. A certificate of authority from the appropriate government agency
2 rules of determining the nationality of a corporation and define each.
a. Incorporation test the nationality of a corporation is that of the state of incorporation regardless of the national of its
stockholders.
b. Control test it depends on the nationality of the controlling stockholders.
Grandfather rule this is a method of determining the nationality of a corporation which is owned in part by another corporation by
breaking down the equity structure of the shareholder corporation.
Multinational company it means a foreign company or a group of foreign companies with business establishments in two or
countries.

2 distinctions between a regional or area headquarters (RHQs) and a regional operating headquarters (ROHQS)
Regional Area HQ
An office whose purpose is to act as administrator branch of a multinational company engaged in international trade principally
serves as a supervision, communications and coordination center for its subsidiaries, branches or affiliates in the Asia-pacific
region and other foreign markets.
Doesnt earn or derive income in the Philippines
Regional Operating HQ
Can perform qualifying services to its affiliates, subsidiaries, or branches in the Philippines, in Asia-pacific and in other foreign
markets
Allowed to derive income in the Philippines

a. A foreign corporation after issuance of the license must deposit with the SEC securities with a market value worth 500, 000. FALSE

b. ROHQs are allowed to offer qualifying services to entities other than their affiliates and they may directly or indirectly solicit or market
goods and services on behalf of their mother company. FALSE
c. A resident agent is an individual who must be of good moral character and of sound financial standing or a domestic corporation
lawfully transacting business in the Philippines on whom any summons and other legal processes may be served in all actions
other legal proceedings against such corporations. TRUE
Indicate if the following acts constitute doing business in the Philippines or is an isolated transaction:
a. A foreign corporation with an exclusive distributing agent in the Philippines which had been selling its products here. Doing
business in the Philippines
b. Foreign airline companies which sell tickets in the Philippines through their local agents, whether called liaison offices, agencies
or branches. Doing business in the Philippines
c. A foreign corporation engaging the services of a cook, not as part of the operation of the business of the foreign corporation but
merely to employ as member of the crew. An isolated transaction
d. The mere act of signing a loan agreement in Manila covering a 100 dollar million load of the Central Bank. An isolated
transaction
Two situations when a foreign corporation licensed to do business in the Philippines shall obtain an amended license from the SEC.
a. In case it changes its corporate name
b. In case it desires to pursue in the Philippines other additional purposes
2 legal consequences of a foreign corporation transacting business in the Philippines:
a. They are not permitted to file a suit or any action or proceedings in any court or administrative agency of the Philippines
b. Such corporation may be sued or proceeded against before Philippine courts or administrative tribunals on any valid cause of
action recognized under Philippine laws.
a. Any foreign corporation lawfully doing business in the Philippines is bound by Philippine laws as regards matters relating to the
creation, formation, organization and dissolution of corporations or duties and responsibilities of stockholders, members or officers
of corporations to each other or to the corporation. FALSE
b.An unlicensed foreign corporation may sue in Philippine courts to protect its corporate reputation, name and goodwill. TRUE
c. The revocation of the license of a foreign corporation cannot affect the validity of contracts entered into by it before the revocation nor
its right to maintain an action to enforce them. TRUE
d. The term outstanding capital stock as used in the Corporation Code means the total shares of stock issued to subscribers or
stockholders, fully paid for. FALSE
e. Non-stock corporations are not allowed under this Code to designate their governing boards by any name other than as board of
trustees. FALSE
f. The SEC has jurisdiction over corporations created by special law and which are not under the corporation code of the former
Corporation Law. FALSE
g. The SEC has secondary jurisdiction over an entity that is regulated by government agency by virtue of a special law with respect to
matters involving the authority to enforce the corporation code and the securities regulation code. TRUE
h. Jurisdiction over intra-corporate controversies is still vested with the SEC. FALSE
i. Findings of the SEC on the results of any examination made on a corporation are not strictly confidential and may as a general rule,
be disclosed to the general public. FALSE