Title 13 Flashcards
(25 cards)
I. A majority of the trustees shall constitute a quorum for the transaction of business.
II. Trustees elected thereafter in educational corporation to fill vacancies caused by expiration of term shall hold office for 3 years.
Only I is true
I. Any corporation sole may purchase and hold real estate and personal property for its church, charitable, benevolent, or educational purposes, and may receive bequests or gifts for such purposes.
II. In cases where the rules, regulations and discipline of the religious denomination, sect or church, religious society or order concerned represented by such corporation sole regulate the method of acquiring, holding, selling and mortgaging real estate and personal property, such rules, regulations and discipline shall control, and the intervention of the courts shall not be necessary.
Both are true
I. The single stockholder shall designate a nominee and an alternate nominee who shall, in the event of the single stockholder’s death or incapacity, take the place of the single stockholder as director and shall manage the corporation’s affairs.
II. The articles of incorporation shall state the names, residence addresses, and contact details of the nominee and alternate nominee, as well as the extent and limitations of their authority in managing the affairs of the One Person Corporation.
Both are true
I. When the incapacity of the single stockholder is temporary, the nominee shall sit as director and manage the affairs of the One Person Corporation until the stockholder, by self determination, regains the capacity to assume such duties.
II. In case of death or permanent incapacity of the single stockholder, the nominee shall sit as director and manage the affairs of the One Person Corporation until the legal heirs of the single stockholder have been lawfully determined, and the heirs have designated one of them or have agreed that the estate shall be the single stockholder of the One Person Corporation.
III. The alternate nominee shall sit as director and manage the One Person Corporation in case of the nominee’s inability, incapacity, death, or refusal to discharge the functions as director and manager of the corporation, and only for the same term and under the same conditions applicable to the nominee.
I, II, and III are true
I. The single stockholder may, at any time, change its nominee and alternate nominee by submitting to the SEC the names of the new nominees and their corresponding written consent.
II. A One Person Corporation shall maintain a minutes book which shall contain all actions, decisions, and resolutions taken by the One Person Corporation.
Both are true
I. When action is needed on any matter, it shall be sufficient to prepare a written resolution, signed and dated by the single stockholder, and recorded in the minutes book of the One Person Corporation.
II. The date of recording in the minutes book shall be deemed to be the date of the meeting for all purposes.
Both are true
I. The One Person Corporation converted from an ordinary stock corporation shall succeed the latter and be legally responsible for all the latter’s outstanding liabilities as of the date of conversion.
II. The ordinary stock corporation converted from a One Person Corporation shall succeed the latter and be legally responsible for all the latter’s outstanding liabilities as of the date of conversion.
Both are true
I. Trustees of educational institutions organized as nonstock corporations shall not be less than 5 nor more than 15.
II. The number of trustees shall be in multiples of 5.
Both are true
I. The board of trustees shall, as soon as organized, so classify themselves that the term of office of 1/5 of their number shall expire every year.
II. Religious corporations may be incorporated by one or more persons. Such corporations may be classified into corporations sole and religious societies.
Both are true
I. For the purpose of administering and managing, as trustee, the affairs, property and temporalities of any religious denomination, sect or church, a corporation sole may be formed by the chief archbishop, bishop, priest, minister, rabbi, or other presiding elder of such religious denomination, sect or church.
II. In order to become a corporation sole, the chief archbishop, bishop, priest, minister, rabbi, or presiding elder of any religious denomination, sect or church must file with the Commission articles of incorporation.
Both are true
I. A corporation sole may be dissolved and its affairs settled voluntarily by submitting to the Commission a verified declaration of dissolution.
II. Upon approval of such declaration of dissolution by the SEC, the corporation shall cease to carry on its operations except for the purpose of winding up its affairs.
Both are true
I. A One Person Corporation is a corporation with a single stockholder.
II. Only a natural person, trust, or an estate may form a One Person Corporation.
Both are true
I. Banks and quasi-banks, preneed, trust, insurance, public and publicly. listed companies, and non-chartered government-owned and. controlled corporations may not incorporate as One Person Corporations.
II. A natural person who is licensed to exercise a profession may organize as a One Person Corporation for the purpose of exercising such profession.
Both are true
The One Person Corporation shall submit the following within such period as the SEC may prescribe:
A. Annual financial statements.
B. A report containing explanations or comments by the president on every qualification, reservation, or adverse remark or disclaimer made by the auditor in the latter’s report.
C. A disclosure of all self-dealings and related party transactions entered into between the One Person Corporation and the single stockholder.
D. All of the above.
All of the above
I. A sole shareholder claiming limited liability has the burden of affirmatively showing that the corporation was adequately financed.
II. Where the single stockholder cannot prove that the property of the One Person Corporation is independent of the stockholder’s personal property, the stockholder shall be jointly and severally liable for the debts and other liabilities of the One Person Corporation.
Both are true
I. The principles of piercing the corporate veil applies with equal force to One Person Corporations as with other corporations.
II. The Commission may place the corporation under delinquent status should the corporation fail to submit the reportorial requirements 3 times, consecutively or intermittently, within a period of 5 years.
Both are true
I. When a single stockholder acquires all the stocks of an ordinary stock corporation, the latter may apply for conversion into a One Person Corporation.
II. A One Person Corporation may be converted into an ordinary stock corporation after due notice to the SEC of such fact and of the circumstances leading to the conversion, and after compliance with all other requirements for stock corporations.
Both are true
I. Any corporation sole may purchase and hold real estate and personal property for its church, charitable, benevolent or educational purposes, and may receive bequests or gifts for such purposes.
II. Such corporation sole may sell or mortgage real property held by it by obtaining an order for that purpose from the Regional Trial Court.
Both are true
I. The One Person Corporation shall appoint a treasurer, corporate secretary, and other officers as it may deem necessary.
II. The single stockholder may be appointed as the corporate secretary.
Both are true
It is a corporation formed by the chief archbishop, bishop, priest, minister, rabbi, or other presiding elder of a religious denomination, sect, or church, for the purpose of administering or managing, as trustee, the affairs, properties, and temporalities of such religious denomination, sect, or church.
Corporation sole
It is a corporation formed for the same purpose as corporation sole. It consists of two or more persons.
Corporation aggregate
I. A One Person Corporation shall not be required to have a minimum authorized capital stock.
II. The One Person Corporation is required to submit and file corporate bylaws.
Both are true
I. A One Person Corporation shall indicate the letters “OPC” either below or at the end of its corporate name.
II. The single stockholder shall be the sole director and president of the One Person Corporation.
Both are true
A religious leader (bishop, minister, etc.) acting as a legal entity to administer the affairs and properties of the church or religious organization.
Corporation Sole
