TITLE 2: INCORPORATORS AND ORGANIZATION OF PRIVATE CORPORATIONS Flashcards
(29 cards)
I. A corporation shall have perpetual existence unless its articles of incorporation provide otherwise.
II. The general rule as to corporations is that each corporation must have a name by which it is to sue and be sued and do all legal acts.
Both are true.
The following are the three-fold nature of the articles of incorporation, except:
A contract between the corporations inter se.
The purpose of the principal office of the corporation are the following except:
To determine the venue of court cases involving the stockholders.
I. The number of directors shall not be more than 15.
II. The number of trustees may be more than 15.
Both are true.
I. The articles of incorporation of a nonstock corporation may be amended by the vote or written assent of majority of the trustees and at least 2/3 of the members.
II. The amendment of the articles of incorporation shall take effect upon their approval by the SEC or from the date of filing with the SEC if not acted upon within 9 months from the date of filing for a cause not attributable to the corporation.
.
Only II is true
No corporate name shall be allowed by the SEC if it is not distinguishable from that already reserved or registered for the use of another corporation. A name is not distinguishable even if it contains one or more of the following:
I. The word “corporation”, “company”, “incorporated”, “limited”, “limited liability”, or an abbreviation of one of suc h words,
II. Punctuations, articles, conjunctions, contractions, prepositions. abbreviations, different tenses, spacing, or number of the same word or phrase.
Both are true.
I. Any person, partnership, association or corporation, singly or jointly with others but not more than 15 in number, may organize a corporation for any lawful purpose or purposes
II. Natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, shall not be allowed to organize as a corporation
Both are true.
I. Incorporators who are natural persons must be of legal age.
II. Each incorporator of a stock corporation must own or be a subscriber to at least 1 share of the capital stock.
Both are true.
It is a written contract to purchase newly issued shares of stock.
Subscription contract.
It is the portion of the authorized capital stock which has been both subscribed and paid.
Paid-up capital.
I. The contents of the articles of incorporation are binding, not only on the corporation, but also on its shareholders.
II. The general rule as to corporations is that each corporation must have a name by which it is to sue and be sued and do all legal acts.
Both are true.
I. A corporation can change its name by amending its by-laws.
II. A corporation with a single stockholder is considered a One Person Corporation.
Only II is true.
I. The filing of articles of incorporation and the issuance of the certificate of incorporation are essential for the existence of all facto corporation.
II. An organization not registered with the SEC cannot be considered corporation in any concept, not even as a corporation de facto.
Both are true.
It applies when persons assume to form a corporation and enter business relations with third parties.
De facto corporation
I. Stock corporations shall not be required to have a minimum capital stock.
II. All corporations shall file with the Commission articles of incorporation in any of the official languages.
Both are true.
I. An unincorporated association, which represented itself to be a corporation, will be estopped from denying its corporate capacity in a suit against it by a third person who relied in good faith on such representation.
II. A third party who, knowing an association to be unincorporated, nonetheless treated it as a corporation and received benefits from it, may be barred from denying its corporate existence in a suit brought against the alleged corporation.
Both are true.
I. Corporation by estoppel is founded based on principle of equity and desogned to prevent injustice and unfairness.
II. Consolidation becomes effective not upon mere agreement of the members but only upon issuance of the certificate of consolidation by the SEC.
Both are true.
The amendment of the articles of incorporation, requires merely that:
I. The amendment is not contrary to any provision or requirement under the Corporation Code.
II. It is for a legitimate purpose.
Both are true
I. Only a natural person, trust, or an estate may form a One Person Corporation.
II. 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.
Both are true
This is the maximum amount fixed in the articles of incorporation that may be subscribed and paid by the stockholders of the corporation.
Authorized capital stock
I. It is the certificate of incorporation that gives juridical personality to a corporation and places it under the jurisdiction of the Securities and Exchange Commission.
II. A corporation commences its corporate existence and juridical personality and is deemed incorporated from the date the DTI issues certificate of incorporation under its official seal.
Only I is true
The following are the requirements before one can qualify as ad focto corporation, except:
None of the above.
I. If a corporation does not formally organize and commence its business within 5 years from the date of its incorporation, its certificate of incorporation shall be deemed revoked.
II. If a corporation has commenced its business but subsequently becomes inoperative for a period of at least 5 consecutive years, the SEC may, after due notice and hearing, place the corporation under delinquent status.
Both are true
I. A delinquent corporation shall have a period of 2 years to resume operations and comply with all requirements that the SEC shall prescribe.
II. Upon compliance by the corporation, the SEC shall issue an order lifting the delinquent status. Failure to comply with the requirements and resume operations within the period given by the SEC shall cause the revocation of the corporation’s certificate of incorporation.
Both are true
