Incorporation and Organization Flashcards
(25 cards)
Enumerate the 5 Steps of the Incorporation Process
- Submission and reservation of corporate
name - Initial submission of AOI and BL for review of Commissioner;
Submission of signed and notarized AOI and BL - Payment of registration fee;
- Issuance of CoI with signed and notarized AOI and BL
Enumerate the general contents of an AOI
- Corporation Name
- Purpose
- Principal Office
- Corporate Term
- Incorporator’s Name, Nationality, Residence
- Number of Directors/trustees
- Interim Directors Name, Nationality, and
Residence - ACS, No. of Shares Issued, Par Value, Original Subscribers
True or False: Only natural persons can be Board of Directors
True
True or False: Incorporators are always the same as initial subscribers
False
True or False: The Incorporators may include anything in the AOI as long as it is consistent with the law and deemed necessary
True
A corporate term for a specific period may be extended or shortened by amending which document?
AOI
The minimum and maximum limit of Incorporators in a Stock Corporation
1(no minimum)-15
True or False: Only natural persons can be Incorporators
False (Any person, partnership, association, or
corporation, singly or jointly)
True or False: A incorporator does not need to own at least ONE share of stock to the corporation
False (it needs at least one)
True or False: No extension may be made earlier than 3 years prior to the original expiry date
True (unless there are justifiable reasons)
True or False: A corporation with an expired term cannot apply for revival of its corporate existence
False (They can apply for revival)
What is the GENERAL required minimum capital stock for stock corporations?
None except otherwise provided by law
True or False: The SEC can disapprove the amendment of the AOI
True
What is the required vote of the directors and shareholders for the AOI to be amended
Majority BOD with concurrence of shareholders representing 2/3 of the OCS .
What are the only two instances that the amendment of the AOI will take effect?
Upon the approval by the commission OR if not acted upon by SEC within 6 months from the date of filing for a cause not from the corporation.
True or False: No corporate name shall be allowed by the Commission if it is not distinguishable from that already reserved or registered for the use if another corporation, or if such name is already protected by law, rules and regulations.
True
True or False: A name is not distinguishable even if it contains the words “corporation” and “limited”
True
What proceeding can a De Facto corporation be attacked?
Quo warranto proceeding through the Solicitor General
What will happen to a corporation if it does not formally organize and commence its business within five (5) year from the date of its incorporation?
Revocation of the AOI
What would happen to a corporation if it has commenced its business but subsequently becomes ininoperative for a period of at least five (5) consecutive years?
Placed under delinquent status
How long can a delinquent corporation restore and resume its operations before its AOI is revoked?
2 years
True or False: A corporation name must be patented first before it can be protected by the SEC.
False
True or False: The business name and corporate name cannot be the same
True
A corporation cannot operate as both a recruitment and travel agency
True
