compilation Flashcards
(159 cards)
1
Q
(sec. 41) vote to invest copo funds not for primary purpose
A
M + 2/3
2
Q
considers the subscribed capital as a trust fund for the payment of debts of the corporation
A
trust fund doctrine
3
Q
(sec 135) vote for voluntary dissolution ( with creditors)
A
M+2/3
4
Q
a corporation has express/ implied/ inherent or incidental powers only
A
doctrine of limited capacity
5
Q
members of BOD are not liable for honest business judgment made in good faith
A
business judgement rule
6
Q
period to withdraw/ submit withdrawal of request and petition for dissolution
A
within 15 days from receipt of SEC of request for dissolution
7
Q
(sec. 38) vote if pre-emptive right will be amended or removed for the AOI
A
M + 2/3
8
Q
(sec 10) voting for domestic corpo
A
M+2/3
9
Q
(sec. 29) XPN to have compensation for directors or trustees
A
M OCS
10
Q
period for notion
A
10 days from the date he exercised his appraisal right
11
Q
period to report increase or decrease authorized capital stock
A
6 months
12
Q
period to report resched of election
A
60 days from schedule
13
Q
(sec. 15) amendment of plan of merger/ consolidation
A
M+2/3, M+2/3
14
Q
test to determine when to pierce the veil
A
alter ego doctrine/ instrumentality rule
15
Q
ground when sale may be questioned
A
within 6 months from the sale
16
Q
period for validity for CDO ex parte
A
20 days max
17
Q
period to report denial to right of inspection
A
5 days
18
Q
(sec. 31) self-dealing directors in corpo vested with public interest
material contracts are approved by
A
2/3 of the entire BOD + M of the independent directors
19
Q
approval of the request and issuance of cert of dissolution without creditors
A
within 15 days from receipt of verified request for dissolutions
20
Q
(Sec. 44) Ratification for ultra vires
A
2/3 OCS
21
Q
period for non-holding of the election
A
30 days from schedule
22
Q
notify SEC of the decision of the legal heirs (wind up and dissolve or convert)
A
within 60 days from the transfer of share
23
Q
( sec. 77) execution of articles of merger/ consolidation
A
2/3 ocs, 2/3 ocs
24
Q
post a similar copy in 3 public places in the municipality or city for dissolution with creditors
A
5 days notice
25
limitation on validity of a continuing proxy
5 years
26
period to appoint OPC officers
15 days
27
period when are shares declared to be delinquent
30 days
28
(sec. 75) Vote for merger/ consolidation
M+ 2/3, M +2/3
29
period for public auction
not less than 30 days, not more than 60 days
30
notice in case of postponements of SHs meeting
2 weeks
31
period to pay 3 disinterested persons
after the 60 days
32
period to submit a copy of amendment of AOI and by-laws for foreign corporations
60 days after the amendment becomes effective
33
(sec. 49) authorization for SHs/ members to participate via remote communication/ in absentia
M BOD
34
(sec. 11) vote to decide (choose fixed) in retroactive term
M OCS
35
(SEC. 75) vote to amend plan of merger/ consolidation
M+2/3, M+ 2/3
36
period for sec to conduct summary investigation
5 days
37
(sec 39) if the purpose is not primary and sale is not substantial
M BOD
38
publish notice of time, place, and object of the meeting for dissolution without creditors
once prior to the date of the meeting
39
(sec. 34) vote to create ExCom
M BOD
40
corpo is continuing the body or substance of the business for which it was organized or whether it has substantially retired from it and turned it over to another
substance test
41
nominee or alternate nominee shall transfer the shares to duty designated legal heir or estate
within 7 days from the receipt of heirship or self adjudication
42
term of BOD in coop
2 years
43
period for creation of emergency board
3 days
44
period to if term expires
before expiration
45
period to withdraw in PH/file petition for withdrawal if the foreign cor was the one absorbed
60 days
46
(Sec. 43) vote for XPN to enter into management contract
M+M, M+ 2/3
47
attempts to acquire any interest adverse to the corporation in respect to any manner which has been reposed in them in confidence
special fact doctrine
48
(sec. 15) amendment in close corp
2/3 OCS
49
(sec. 39) if the purpose is not primary but sale is substantial
2/3 OCS
50
(sec. 75) approval of plan of merger/ consolidation
M+M, M+M
51
period to decide to fix the term
2 years
52
if the ph is allowed in other states, they are allowed in the ph as well
reciprocity rule
53
(sec. 47) vote for amendments of bylaws if SHs delegates
2/3 OCS
54
XPN to when to hold SH regular meeting
after April 15
55
(sec. 43) vote to enter into management contract
M+M, M+M
56
(sec. 27) vote for removal of directors or trustees
2/3 OCS/ Members
57
(sec 49) authorization for SHs/ Members to vote to elect DTO via remote communication
resolution of M BOD
58
all shares are presumed equal
doctrine of equality of shares
59
(sec. 42) vote to declare dividends
M of quorum of BOD
60
notice required for regular meeting
21 days
61
continuous to exist regardless of death of SHs
right of succession
62
(sec. 136) vote for voluntary dissolution (shortening term)
M+2/3
63
(sec. 41) vote to invest corpo funds for primary purpose
M BOD
64
(sec. 39) sale or disposition of assets not for primary purpose
M + 2/3
65
everything is prohibited unless those which are allowed
theory of special capacity
66
(sec. 15) vote for amendment of articles
M+2/3
67
period to fill vacancy for directors when he dies or resigns
45 days
68
(sec. 39) in case of abandonment
M BOD
69
(sec 102) amendments of AOI for non stock
2/3 OCS
70
period to lift revoked status
anytime
71
(sec. 106) Quorum for BOT
M of trustees
72
GR irrevocable period for pre-incorporation subscription
6 months
73
publication under the procedures for lost or destroyed certificates
3 consecutive cert
74
when bond is renewed for self-appointed treasurer
every 2 years or as often as may be required
75
everything is allowed unless those which are prohibited
theory of general capacity
76
submission of deposit of securities
within 60 days after issuance of license to operate/ transact
77
limit to enter into management contract
5 years
78
publication for withdrawals for foreign corpo
once a week for 3 consecutive week
79
deposit of additional securities or financial instruments
within 6 months after each fiscal year of the license
80
(sec 114) vote or written consent to create or incorporate religious societies
2/3 members
81
(sec. 61) Vote for SHs to fix price of no par
M OCS
82
(sec. 51-52) quorum in meetings for non-stock
M of members
83
close stock and transfer book for special meeting
at least 7 days before the meeting
84
(sec. 32) ratification of interlocking doctrine if SEC 31 is violated
2/3 OCS
85
(sec. 41) vote to invest corpo funds if implied power (reasonably necessary)
M BOD
86
term of BOT in non-stock educational
5 years
87
limitation on validity of voting trust agreements
5 years
88
(sec 47) vote for amendment to bylaws if they decide to revoke delegation
M OCS
89
period to pay SH
60 days from the date SH exercised his AR
90
(Sec. 45) approval required for adoption of bylaws after COI
M OCS
91
period to exercise appraisal right
30 days from the vote of the SHs
92
term of BOT in non stock
3 years
93
notice given to each SH/ members personally, by registered email, or any means in the by-laws for dissolution without creditors
at least 20 days prior to the meeting
94
term of BOD
1 year
95
(sec. 36) vote to shorten of extend term
M+2/3
96
97
when list of members/ proxies is updated (AR)
20 days prior to election
98
(Sec. 45) approval required for adoption of bylaws after COI
M of OCS
99
(sec. 33) ratification for corporate opportunity doctrine
2/3 OCS
100
(sec. 15) amendment in coop
2/3 members
101
separate and distinct personality will be disregarded
doctrine of piercing/ removing/ disregarding the veil of corporate fiction
102
(sec. 75) vote to abandon plan of merger/ consolidation
M+M, M+M
103
when to hold SH special meeting
anytime
104
period to change corpo name
30 days
105
traces the nationality of the SHs of investor corp in determining the nationality of the inestee corpo
grandfather rule
106
acquires business opportunity which should belong to the corporation against him. corpo is liable
doctrine of corporate immunity
107
close stock and transfer book for SHs regular meetings
at least 20 days before the meeting
108
notice required for special meeting
at least1 week notice
109
(sec. 28) emergency board
unanimous consent of all the remaining directors
110
period for corporate secretary to notify nominee or alternate nominee of the death or incapacity of the single SHs (OPC)
within 5 days from the occurrence
111
test; place of incorporation, used in the ph
incorporation test
112
(sec. 15) amendment in foreign corpo
no vote, must be filed within 60 days
113
period to apply mandamus
if not complied within 6 months
114
deadline for filing objections fixed by SEC for dissolution with creditors
3 consecutive weeks
115
(sec 94) vote for plan of distribution of assets
M BOT + 2/3 members
116
notice of the conversion and the circumstances leading to the conversion to SEC (OPC)
within 60 days from the occurrence of the circumstances
117
(Sec 45) approval required for adoption of bylaws before/along AOI
All incorporators
118
separate and distinct personality
doctrine of corporate fiction
119
when to hold SH regular meeting
annual
120
period to submit a copy of M/C or inform SEC of the merger or consolidation if the foreign corpo was the one absorbed
60 days
121
test; place of operation
business domicile test or center of management test
122
waiting period under the procedure for lost or destroyed cert
1 year
123
(sec. 15) Vote to amend bylaws
M+M
124
period to report director dies or resigns
7 days from knowledge
125
period to summons
10 days
126
citizens of the majority of stockholders, used in war
control test
127
(sec. 37) vote to increase/ decrease capital stock or incur bonded indebtedness
M + 2/3
128
(sec. 34) Vote of ExCom if they will decide
M of all members
129
period for right of founders shares to be vote or be voted for
5 years
130
when it becomes mandatory to pay (AR)
30 days
131
(sec. 39) sale or disposition of assets for primary purpose
M BOD
132
a corporation is an artificial creature w/o any existence until it has received the imprimatur of the state acting according to law, thru SEC
concession theory/ artificial entity theory
133
(sec 51-52) Quorum in meetings for stock corpo
M OCS
134
period for removal
same date of removal
135
publication for sale of delinquent stocks
once a week for 2 consecutive weeks
136
(Sec. 47) vote for amendment of bylaws
M+ M
137
when to hold BOD regular meeting
monthly
138
when to hold BOD special meeting
anytime
139
notice required for BOD regular/special meeting
2 days notice
140
(sec. 27) required quorum to elect for removal of directors or trustees
M OCS
141
when one, some, or all are the same (directors, SHs of other companies)
interlocking doctrine
142
members of the BOD are removable with or without just cause
inherent power of amotion
143
(sec. 14) vote to hold meeting
only majority of the BOD
144
cannot issue COS unless fully paid
doctrine of individuality of subscription
145
right to fs period
10 days from receipt of written request
146
(sec. 14) vote to decide vote
M of the quorum
147
(sec. 11) required vote for corpo not allowed to be revived
M OCS
148
power of the BOD is original or undelegated
theory of original power
149
period to extend term
3 years
150
period to report election of BOD and officers
30 days from schedules date
151
period to report appointment of officers in OPC
5 days
152
period for disqualification of DTO
within 5 years prior to election
153
period for winding up in corpo
3 ears after the effective date for dissolution
154
(sec 134) vote for voluntary dissolution (no creditor)
M+M
155
to test if the corpo is operating in the ph
twin characterization test
156
period to shorten term
any time
157
(sec. 51-52) Quorum of elections of officers
M of all members of the board
158
(sec. 42) vote to declare stock dividends
M of the Q of the BOD + 2/3
159
(sec. 31) ratification if the first three conditions for self-dealing director are violated/absent
2/3 OCS/ members
