SEC Phase 1 Flashcards
- What must a corporation do in order to retire its treasury shares?
A.Erase corporate deficits
B.Amend its Articles of Incorporation
C.Amend its bylaws
D.Gather 2/3 shareholder approval
Developed by
A.Erase corporate deficits
Power to acquire own shares
-AKA treasury shares
-Allowed as long as there is unrestricted retained earnings
Developed by
- What can not be amended in the Articles of Incorporation?
A.Name of Corporation
B.Name of Incorporators
C.Address of the corporation
D.Purpose of the corporation
B.Name of Incorporators
Corporator vs Incorporator – Sec. 5
-Corporator – Shareholders
-Incorporator – original corporators mentioned in the articles of incorporation
- Which of the following is a violation of the trust fund doctrine?
A.Issuance of watered shares
B.Directors dealing with the company
C.Issuance of participating preferred shares
D.Issuance of no par value shares
A.Issuance of watered shares
Trust fund doctrine is a principle of judicial invention which says that corporate assets are held as a trust fund for the benefit of shareholders and creditors and that the corporate officers have a fiduciary duty to deal with them properly.
Issuance for less than consideration
- Called watered shares
- Violation of trust fund doctrine
- In which of the following scenarios can non voting shares vote?
A.Holding company investing in another company
B.Amendment of by-laws
C.Mortgage of property for a real estate company
D.Incurrence of indebtedness
B.Amendment of by-laws
1.Dissolution
2.Amendment of the articles of incorporation
3.Adoption and amendment of by-laws
4.Incurring, creating or increasing bonded indebtedness
5.Increase or decrease of capital stock
6.Investment of corporate funds in another corporation or business in accordance with this Code
7.Merger or consolidation of the corporation with another corporation or other corporations
8.Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate property
- Who elects the board of directors of a corporation?
A.Common stockholder
B.Preferred stockholder
C.Bond holders
D.Management
A.Common stockholder
1.Ordinary
a.Par value
b.No Par Value
Has to have stated value
Cannot be issued for less than PHP5.00 per share
Authorized capital is now called authorized number of shares
Non assessable and deemed fully paid upon issuance
Entitled to voting
- Which of the following represents the maximum amount of capital a corporation can issue?
A.Authorized Capital
B.Paid in capital
C.Issued capital
D.Shareholders’ equity
A.Authorized Capital
Authorized Capital – max no. of shares * par value
-Issued Capital – Issued shares *par value
-Outstanding Capital – Issued AND outstanding
-Treasury shares – issued BUT NOT outstanding
- Which of the following statements is false?
A.Treasury shares are still considered issued capital
B.Treasury shares are not entitled to dividends
C.Treasury shares are outstanding
D.Treasury shares are not entitled to vote
C.Treasury shares are outstanding
Treasury shares
a.Issued but not outstanding shares
b.No voting rights
c.No rights to dividends
d.Can be disposed of for a reasonable price
e.Reduces capital
- Which of the following statements is true?
A.Under the old corporation code, minimum authorized capital is P80,000
B.Under the old corporation code, a corporation with P1,000,000 authorized capital must have at least P62,500 of its capital stock subscribed
C.Under the old corporation code, minimum paid up capital must be P10,000
D.Under the new corporation code of 2019, 50% of authorized capital
A.Under the old corporation code, minimum authorized capital is P80,000
The 25-25 rule (gone in new)
P5,000 Min. paid up capital (gone in new)
5,000/.25 = 20,000 (minimum subscribed capital)
20,000/.25 = 80,000 (minimum authorized capital)
- Which of the following statements is false?
A.Ordinary shares can be issued at no par value
B.A corporation can have both par and no par value shares
C.No par value shares can be issued as payment for pre-incorporation expenses
D.Preferred shares can be issued without par value
D.Preferred shares can be issued without par value
1.Preferred
a.Preference as to:
Asset – in case of liquidation
Dividends – in case of profit distribution
b.Can never be no par value
c.Only class that can be deprived of voting rights
- Which is false about watered shares?
A.No par value ordinary shares can never be watered shares
B.Watered shares are shares issued for less than full consideration
C.Shares issued for less than their par value are considered watered shares
D.Watered shares are a violation of the trust fund doctrine
A.No par value ordinary shares can never be watered shares
No Par Value ordinary shares
Has to have stated value
Cannot be issued for less than PHP5.00 per share
Authorized capital is now called authorized number of shares
Non assessable and deemed fully paid upon issuance
- An intravires act is an act that is:
A.Within the confines of the powers of a corporation
B.Can only be exercised by the board of directors
C.Outside the scope of authority given to a corporation
D.Amended by a majority of the board of directors and ratified by 2/3 of shareholders
A.Within the confines of the powers of a corporation
Ultra Vires vs Intra Vires – Sec. 45
- Ultra Vires - beyond authority
- Intra Vires – within authority
- These corporate documents provide for the internal operations of the corporation and how the board of directors must act and run the corporation.
A.Articles of incorporation
B.By Laws
C.SEC Certificate of Registration
D.Certificate of Stock
B.By Laws
By-laws - internal government and operations of a corporation
- In which of the following circumstances are non voting shares still not allowed to vote?
A.Corporate dissolution
B.Retirement of treasury shares
C.Amendment of by-laws
D.Increase in capital stock
B.Retirement of treasury shares
1.Dissolution
2.Amendment of the articles of incorporation
3.Adoption and amendment of by-laws
4.Incurring, creating or increasing bonded indebtedness
5.Increase or decrease of capital stock
6.Investment of corporate funds in another corporation or business in accordance with this Code
7.Merger or consolidation of the corporation with another corporation or other corporations
8.Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate property
- Articles of incorporation:
A.Is a condition antecedent the formation of the corporation
B.Contain the name of the original corporators
C.State the purpose of existence of the corporation
D.All of the above
D.All of the above
Articles of incorporation is a requirement needed before the formation of a corporation
- When does a corporation attain juridical personality?
A.Issuance of SEC Cert
B.30 days after issuance of SEC Cert
C.Upon filing of articles of incorporation
D.Upon filing of the by laws
A.Issuance of SEC Cert
Sec. 18 - corporate existence starts upon issuance of the SEC Certificate of incorporation
- It is the doctrine that stated that the corporation is a different entity from the shareholders; Disregarded when the law is used to defeat public convenience, justify wrong or cover fraud
A.Doctrine of Corporate Veil of Identity
B.Trust fund doctrine
C.Doctrine of Corporate Opportunity
D.None of the above
A.Doctrine of Corporate Veil of Identity
Doctrine of corporate veil; piercing the veil of corporate fiction
n Disregarded when the law is used to defeat public convenience, justify wrong or cover fraud
- Which of the following is not provided by in the articles of incorporation:
A.Purpose of existence of the corporation
B.Names of incorporators
C.Registered name
D.Manner of voting of officers
D.Manner of voting of officers
Sec. 47
- By-laws – provide for the internal government and operations of a corporation
- It is the document that serves as proof of ownership of a share of stock
A.Voting trust agreement
B.Stock Certificate
C.Statement of Account
D.Articles of incorporation
B.Stock Certificate
- Which of the following is false regarding corporate term under the old corporation code:
A.A corporation can extend its corporate term within 5 years from the date of its expiration
B.Corporate term can only be at 50 years at a time
C.A corporation can shorten its corporate term
D.A corporation can extend its life for more than 50 years per instance
D.A corporation can extend its life for more than 50 years per instance
Sec. 11
- Corporate term is for a period of max 50 years from date of incorporation.
- Extendible by another 50 years.
- Extension cannot be made 5 years before expiration.
- Which of the following defines a De Jure Corporation
A.A corporation that has formed within the express powers of the law B.Corporation by estoppel C.A corporation whose veil can be pierced D.A corporation that exists as far as its shareholders and directors are concerned but does not have juridical identity
A.A corporation that has formed within the express powers of the law
De Jure – corporation within the proper confines of the law
-Corporation by law
- It is now January 2020 and a corporation is nearing the end of its corporate term by September 2025, what course of action can the corporation take:
A.Under the old corp code, immediately apply for an extension of more than 50 years
B.Nothing, under the old corporation code, they cannot apply for extension yet
C.Let the corporation involuntarily dissolve
D.the corporation would have achieved their main purpose of existence before then and would voluntarily dissolve
B.Nothing, under the old corporation code, they cannot apply for extension yet
Old corp code:
Sec. 11
-Corporate term is for a period of max 50 years from date of incorporation.
-Extendible by another 50 years.
-Extension cannot be made 5 years before expiration.
New Corp code: perpetual unless AOI provides otherwise
- All of the following are included in the powers given to a corporation except:
A.Establish a pension, retirement or other plans
B.Adopt bylaws
C.To sue or be sued in its corporate name
D.To sell substantially all of its assets
D.To sell substantially all of its assets
Approval of majority of board of directors and 2/3 of shareholders are needed for a corporation to sell substantially all of its assets
- A corporation has sustained a deficit since inception but would like to purchase its own excess shares of stock in the market, which of the following should be their course of action:
A.Buy shares from the market and keep them as treasury shares
B.Eliminate the deficit
C.Split their shares up
D.Issue stock dividends
B.Eliminate the deficit
Power to acquire own shares
- AKA treasury shares
-Allowed as long as there is unrestricted retained earnings
Corporation has sustained a deficit in the scenario given
- Which of the following reasons are acceptable as exception to the maximum amount allowable as retained earnings:
A.Reserves for corporate expansion
B.Reserve for contingencies
C.Loan covenants
D.All of the above
D.All of the above
Sec. 43
-Exceptions to the 100% of capital stock/ share capital:
a.Corporate expansion
b.Loan covenants
c.Reserve for contingencies