Title 14

Question 1

I. No application for dissolution of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, nonstock savings and loan associations, pawnshops, and other financial intermediaries shall be approved by the SEC unless accompanied by a favorable recommendation of the appropriate government agency.
II. In the case of expiration of corporate term, dissolution shall automatically take effect on the day following the last day of the corporate term stated in the articles of incorporation, without the need for the issuance by the SEC of a certificate of dissolution.

Answer 1

Both are true

Question 2

The following are voluntary modes of dissolution of a corporation, except:
A. By expiration of corporate term provided for the articles of incorporation.
B. By legislative enactment.
C. By failure to formally organize and commence its business within 5 years from the date of incorporation.
D. By the judgment of the SEC after hearing of petition for voluntary dissolution where creditors are affected.

Answer 2

By legislative enactment (This is an involuntary method)

Question 3

The following may be grounds for involuntary dissolution of the corporation:
A. Non-use of corporate charter.
B. Continuous inoperation of a corporation.
C. Upon receipt of a lawful court order dissolving the corporation.
D. All of the above.

Answer 3

All of the above

Question 4

The following are voluntary modes of dissolution of a corporation, except:
A. By the vote of the board of directors or trustees and the resolution adopted by the stockholders or members where no creditors are affected.
B. By legislative enactment.
C. By amending the articles of incorporation to shorten the corporate term.
D. In case of a corporation sole, by submitting to the SEC a verified declaration of the dissolution for approval.

Answer 4

By legislative enactment (Again, this is involuntary)

Question 5

I. Every corporation whose charter expires pursuant to its articles of incorporation, is annulled by forfeiture, or whose corporate existence is terminated in any other manner, shall nevertheless remain as a body corporate for 5 years after the effective date of dissolution.
II. Upon the winding up of corporate affairs, any asset distributable to any creditor or stockholder or member who is unknown or cannot be found shall be escheated in favor of the national government.

Answer 5

Only II is true (The correct period is 3 years, not 5)

Question 6

I. Where the dissolution of a corporation may prejudice the rights of any creditor, the petition for dissolution shall be filed with the SEC.
II. The petition shall be signed by a majority of its board of directors or trustees and that its dissolution was resolved upon by the affirmative vote of the stockholders representing at least majority of the outstanding capital stock or by at least majority of the members.

Answer 6

Both are true

Question 7

I. In the case of dissolution where creditors are affected, the SEC may appoint a receiver to take charge of the liquidation of the corporation.
II. An involuntary dissolution may be effected by amending the articles of incorporation to shorten the corporate term.

Answer 7

Only I is true (Amending the corporate term is a voluntary method)

Question 8

I. A corporation formed or organized under the Corporation Code may be dissolved voluntarily or involuntarily.
II. If dissolution of a corporation does not prejudice the rights of any creditor having a claim against it, the dissolution may be effected by majority vote of the board of directors or trustees, and by a resolution adopted by the affirmative vote of the stockholders owning at least majority of the outstanding capital stock or majority of the members.

Answer 8

Both are true

Question 9

I. A withdrawal of the request for dissolution shall be made in writing, duly verified by any incorporator, director, trustee, shareholder, or member and signed by the same number of incorporators, directors, trustees, shareholders, or members necessary to request for dissolution.
II. Upon receipt of a withdrawal of request for dissolution, the SEC shall withhold action on the request for dissolution.

Answer 9

Both are true

Question 10

The act of terminating the corporate existence initiated by the corporation itself.

Answer 10

Voluntary Dissolution

Question 11

Ordered by the SEC or by operation of law due to violations, fraud, or failure to comply with legal requirements.

Answer 11

Involuntary Dissolution