June 22, 2012 1. It requires a contract of legal partnership to appear in a public instrument

a. Total capital is P30,000,000 c. Row boats for river rafting business e. None of them b. Mango plant seedlings in plastic bags d. All of them

2. Which of the following is required for a partnership to exist?

a. Actual contributions from partners c. Partners are solvent e. None of them b. Registration with the SEC d. All of them

3. Friends Gina, Lina and Tina verbally agreed to form an agricultural partnership in order to finance the medical expenses of Lina, Gina and Tina

contributed cash and bags of fertilizers, respectively, while Lina contributed her services. Among them, there is a. A legal partnership b. A void partnership c. A voidable partnership d. No partnership

4. Which of the following contributions does not require the contract of partnership to appear in a public instrument for it to be legal?

a. Shares of stock in real estate company c. Rice mill for milling business e. None of the above b. Usufruct of house and lot d. All of them

5. A partnership with a capital of P3,000 must appear in a public instrument for

a. Legal purposes b. Existence purposes c. Administrative purposes d. None of them

6. If the object of a partnership is unlawful, its profits a. Are confiscated immediately c. Are confiscated only if used for illegal purpose b. Are confiscated only after dissolution d. Cannot be confiscated

7. Moe, Curly and Larry are partners in a partnership which borrowed money from a bank. If it failed to pay it at maturity, from whom may the bank

now collect such loan? a. Partnership only b. 3 partners only c. 3 partners & the partnership d. Any partner

8. What person is not a partner as to actual partners in a partnership but considered a partner as to a third person?

a. Any person considered as such by the third person c. Debtor of such partnership b. Person who represents himself as a partner to such third person d. None

9. Who of the following is presumed a partner in a partnership?

a. Its creditor who receives a share of its net income c. A legal spouse e. All of them b. Its debtor who receives a share of its net income d. None of them

10. Which of the following is a characteristic of a contract of partnership?

a. Accessory contract b. Real contract c. Contract of security d. None of them e. All of them

June 29, 2012 1. Which of the following about a partnership (P) and a co-ownership (C) is incorrect?

a. Unlike a P, a C does not require a public instrument if its object is immovable d. None of them b. Unlike a P, a C may be created by law e. All of them c. Unlike in a C, death of a partner in a P dissolves it

2. Which of the following about a partnership (P) and a joint venture (JV) is incorrect?

a. Unlike in a P, corporations may be members of a JV c. Both of them are governed by the Civil Code e. All of them b. Unlike a JV, a P is a legal person d. None of them

3. This partner does not contribute services to the partnership

a. Dormant partner b. Limited partner c. Silent partner d. None of them e. All of them

4. Which of the following agreed partners contributions cannot be made to a universal partnership of all present property created on 25 June 2012? a. House owned by the only child partners parents who died on 28 June 2012 d. None of the above b. Lot given to a partner on 29 June 2012 by virtue of a last will of his deceased friend e. All of the above c. Car given to a partner by his aunt on his birthday on 26 June 2012

5. Who of the following cannot join a universal partnership of all profits?

a. Man and woman in lived-in relationship c. Married woman and her lover e. All of them b. Convicted habitual swindler d. None of them

6. Larry, Moe and Curly verbally agreed on 5 June 2012 to form a partnership which will engage in the buy and sell business and to contribute

money equally on 10 June 2012. Such contributions were actually given by them on 11 June 2012. If the partnership business started operations on 12 June 2012, when did the partnership begin? a. 5 June 2012 b. 10 June 2012 c. 11 June 2012 d. 12 June 2012

7. Which of the following about a co-ownership and a partnership is correct?

a. A partnership and a co-ownership created by law both have no term limits d. None of them b. Profit sharing in both may be stipulated e. All of them c. Both have juridical personalities

8. A universal partnership of all profits is formed on 20 June 2012. To that partnership, the following are its mandatory contributions, except:

a. Rent from boarders received by partner today in the 2-storey house he rented since 2011 d. None of the above b. Cash prize a partner won in the T.V. singing contest Tingog yesterday e. All of the above c. Proceeds of sale of tuna fishes a partner caught from the sea

9. A partner by estoppels is a

a. Limited partner b. Nominal partner c. Silent partner d. None of them

10. Which of the following is not a mandatory contribution to a universal partnership of all present property formed on 31 May 2012? a. Interest income for June 2012 of time deposit made by a partner since April 2012 d. None of the above b. House and lot of the only child partners parents who died on 31 May 2012 e. All of the above c. Car bought by a partner in 2011 but has been leased to a 3rd person since 10 May 2012

July 6, 2012 1. Regarding his whole interest in the partnership, a partner

a. May sell it to a 3rd person without the consent of the other partners d. Answer not given b. Cannot sell it to a 3rd person without such consent c. May sell only a portion of it to a 3rd person without such consent

2. The partners agreed to entrust the designation of their shares in the profit and loss to a 3rd person. If after such designation, a partners share is

lower than his expectations, he a. Cannot question it because he is estopped c. May question it only if others also do so b. May question it only if his share is not fair d. Answer not given

3. Which of the following stipulations among partners is void?

a. Giving an industrial partner profit share not in proportion to his contribution d. None of them b. Excluding a capitalist partner from profit e. All of them c. Excluding an industrial partner from losses

4. Ted, a partners son from his former girlfriend, desires to claim support from him. Which of the following partnership rights of his father may be

subjected to such claim? a. Right in specific partnership property c. Profit share e. All of them b. Partnership interest d. None of them

5. Partner Nida sold a portion of her partnership interest to a 3rd person, Tim, without the consent of the other partners. Under these

circumstances, which is correct? a. Tim has no partners right c. Tim may exercise partners rights other than profit share b. Tim can only be entitled to Nidas profit share d. Answer not given

6. The designation of profit and loss shares of the partners may be entrusted to

a. All the partners b. A 3rd person only c. 3rd person or all partners d. None of them

7. Which of the following statements about an industrial partner is correct? a. He is always exempted from sharing partnership losses c. He may share in the partnership losses b. He may be excluded from profit and loss sharing d. Answer not given

8. A 3rd person they entrusted designated the profit and loss shares of the partners in November 2012. Based thereon, partners A, B and C

received their respective profit shares in December 2012. Under these circumstances, which of the following is correct? a. Partner A may impugn such designation within 3 months from such designation c. Any partner may impugn it any time he wants b. Partner B may impugn such designation within 3 months from his knowledge thereof d. None can impugn it.

9. Which of the following statements is incorrect about a partners right in specific partnership property?

a. He may use it without the consent of the other partners c. He is its co-owner e. All of them b. He may have more rights to possess it than the others d. None of them

10. The partners designated their profit and loss sharing. Thereafter, a partner

a. May impugn it if his share is unfair to him d. May impugn it if his share is unfair to all partners & the public b. May impugn it if his share is unfair to other partners e. Answer not given c. May impugn it if his share is unfair to all partners

July 13, 2012 1. Without agreement, the partners shall contribute to the partnership capital

a. Any share they like b. Equal shares c. Proportionate shares d. Answer not given 2. If one of the partners is unable to speak in a hospital due to an accident, the other partners are required to render true & full information of all

things affecting the firm to a. Him b. His legal representative c. Either a or b d. Answer not given

3. To revoke the power of a managing partner appointed at the time of the creation of the partnership, what is required?

a. He acted in bad faith b. ____ of controlling interest c. A & b d. Answer not given

4. The firm suffered damages in the amount of P20,000 through the fault of its capitalist partner, Jack. If from the firms annual profit, Jacks share is P25,000 a. Jack may compensate such damages with his profit share c. Jack may compensate only if the other partners agree b. Jack cannot compensate such damages with his profit share d. Answer not given

5. Larry, Curly and Mae are partners without agreement as to management. A 3rd person, Shemp, owes Curly P10,000.00 with interest and the

partnership P80,000. One day, Curly collects P5,000 from Shemp and issues his own receipt for it. It shall be applied a. To Curlys credit only c. To the partnership credit only b. To the two credits proportionately d. To the credit chosen by Shemp

6. If in No. 5 above, Larry, Curly and Mae contributed P50,000, P10,000, and P100,000 to the partnership printing business respectively and Mae

wants to sell its printing machinery while Larry and Curly refuse to do so, whose idea shall prevail? a. Mae b. Larry & Curly c. No one d. Mae, if its sale is useful to the partnership

7. Leo, Pio and Tio contributed cash, property and services to the firm, respectively. In case of imminent loss of its business and there is no agreement, who shall be obliged to sell his interest to Leo, who wants to make additional investment to save it, if Pio and Leo do not make additional investments because Pio is insolvent and Tio has other priority? a. Pio only b. Tio only c. Pio and Tio d. None of them

8. If in No. 7 above, the firm is engaged in the restaurant business and Leo just invested in another restaurant business with the knowledge of the

other partners who did not object, what is its adverse consequence to Leo? a. Pio & Tio may avail of his benefits in the other business with damages c. Leo may be excluded from the firm by Pio & Tio b. Leo is required to bring his profit in the other business to the firm d. None

9. Roxanne promised to contribute a pink Nissan 2012 model car worth P1.5 million to the firm. By making such promise, what shall be her

obligations to the firm a. To deliver such car c. To deliver its fruits without demand b. She is bound for warranty against eviction d. All of them

10. The interests ratio of partners Jan, Jane, Jamie and Janelle to the firm are 45:25:20:10 respectively. Jan, Jane and Janelle are appointed

managers without specifying their duties. If Jane and Janelle want the firm to cater into a compromise agreement with its creditor to reduce its liability but Han does not want to, whose idea shall prevail? a. Jane and Janelle c. Jan only if Jamie agrees with her b. Jan d. No one

July 20, 2012 1. The partnership bears the risk of the following contributions, except:

a. 50 sacks of rice c. Goods for sale e. All of them b. Use of partners only car d. None of them

2. A non-partner is liable to partnership creditors in any of the following instances, except:

a. When his name is in the partnership name c. None of them b. When he admits on TV interview that he is its partner d. Both of them

3. Who shall be liable for the penalty charged by the BIR on the partnership for failure to file its ITR because its managing partner wants it to avoid

paying taxes? a. Managing partner alone c. All partners and the partnership b. All partners d. Partnership only

4. The partnership is engaged in the ordinary fuel station business near SM CDO. One day, on request of a customer, its managing partner

promised to deliver 20 liters of its gasoline to his house in Bukidnon. Who shall be bound by such promise? a. The partnership c. The partnership and all the partners b. The partnership only if the controlling interest agrees d. Managing partner only

5. Which of the following is incorrect about the private creditors of a partner?

a. A judgment creditor may charge his interest in the partnership d. None of them b. They may ask the attachment of his share in the partnership assets e. All of them c. They are preferred over partnership creditors as to his personal assets

6. Which of the following is always required for a third person to be a partner by estoppel

a. The misrepresentation as partner must be made to a would be partnership creditor d. All of them b. One or more partners must consent to such misrepresentation e. None of them c. There must be an existing partnership

7. Capitalist partners Jack and Jill and industrial partner Hill agreed that Jill will not be liable for the partnerships obligations. If after exhausting

partnership assets, its creditor still has a loan receivable from the general partnership, who shall be liable to it? a. Jack only b. Jack and Hill c. Jack and Jill d. All the partners

8. Sole managing partner Jun received 100 sacks of flour from a customer for storage in its business warehouse for a fee. Later, partner Lito

withdrew 2 sacks and used it during his fiesta celebration. Who shall be liable to such customer for those 2 sacks? a. Partnership alone b. Lito alone c. Partnership and all partners d. All partners

9. The partnership owes P5,000 to Ted, a third person. For partner Myrna to validly request his friend Ted to renounce his claim fro the

partnership, she a. Must be a managing partner c. Must represent its controlling interest b. Must be authorized by the other partners d. None of them

10. Roy, Joy, and Doy are partners. For their partnership to borrow money, Roy and Doy misrepresented to PNB that Bert is its partner although he

is not. Trusting on such misrepresentation, PNB lends money to the partnership. Who shall be liable to PNB? a. The partnership and Bert as partner c. The partnership and Bert not as partner e. Bert alone b. Roy, Doy and Bert only d. The partnership alone

August 17, 2012 1. A limited partner may demand the return of his contribution at these periods, except:

a. On date specified for its return in the Certificate of Limited Partnership d. None of them b. If not so specified, within 6 months after giving written notice to other partners e. All of them c. On its dissolution

2. Without a contrary statement in the Certificate or without the consent of all partners, a limited partner has the right to demand the return of his

capital a. In cash, regardless of his contribution c. In the same form as his contribution b. In cash only if he contributed cash d/ Answer not given

3. A limited partner becomes liable as a general partner in which instance?

a. When he takes part in the selection of the managing partner d. All of the above b. Moment his surname, different from others, appears for the first time in the firm name e. None of the above c. He erroneously believes he is a limited partner but promptly renounces such mistake

4. W/o written consent or ratification by all limited partners, a general partner may

a. Admit a general partner c. Possess firm property not for its purpose e. All of them b. Admit a limited partner d. None of them

5. The substituted limited partner is not liable for the liabilities of the limited partner if

a. He was ignorant of them at the time he became a substituted limited partner d. None of them b. Such liability cannot be ascertained from the Certificate e. All of them c. He substituted a limited partner who died

6. In the order of payment during liquidation of a limited partnership, which of the following is given the third priority?

a. Limited partners other compensation by way of income c. Limited partners share of profits b. Limited partners capital d. Loans to limited partner

7. In which o these instance may the Certificate of Limited Partnership be cancelled?

a. A general partner died & business is continued c. Change in character of its business e. All of them b. Limited partners withdrawal of his contribution d. None of them

8. Which of the following statements about a substituted limited partner is incorrect?

a. He becomes one when the Certificate is so amended d. None of them b. He may dissolve the firm if he rightfully but unsuccessfully demands return of capital e. All of the above c. Firms loan to him enjoys the same priority as loans to third persons during liquidation

9. A limited partnership is considered general partnership in these instances, except if

a. Its Certificate of Limited Partnership appears in a private document d. None of them b. All its limited partners take part in the control of its business e. All of them c. Its names is Jack and Jill Company

10. Which is correct about a limited partner and general partner at the same time?

a. He becomes one the moment all the partners agree c. He has all the rights of a general partner e. All of them b. He has all the rights of a limited partner d. None of them

August 24, 2012 1. Which of the following is incorrect about a corporation?

a. It enjoys certain constitutional rights under the bill of rights d. None of the above b. It cannot exercise a profession e. All of the above c. It cannot be punished with imprisonment for committing a crime

2. Which of the following is incorrect about a foreign corporation?

a. The liabilities of its officers are governed by Philippine laws d. None of the above b. If an individual, its resident agent must be a Filipino citizen e. All of the above c. If it has no license to engage in business in the Philippines, it cannot be sued

3. Which of the following companies can be a close corporation?

a. Airline company b. Electric company c. Transportation company d. None of them

4. Which of the following is incorrect about a non-stock corporation? a. Its member may vote for as many trustees to be elected d. None of the above b. If provided in its by-laws, its membership may be transferable e. All of the above c. Its governing board may be designated by a name other than board of trustees

5. Which of the following is incorrect about a de factor corporation?

a. It must have a certificate of incorporation issued by the SEC d. None of the above b. Its legal existence is questioned only by the Solicitor General e. All of the above c. It has a legal right to corporate existence as to the public, except the state

6. Which of the following is not a common feature of a corporation and a partnership?

a. It may be created by mere agreement c. Its members are owners of its assets e. All of them b. Its members are allowed to withdraw their capital d. None of them

7. In question No. 6 above, which of those choices is a common feature? D

8. Under the Corporation law, the catholic church is

a. A quasi-public corporation c. A religious corporation e. None of them b. A quasi-corporation d. Not a corporation

9. Which of the following is incorrect regarding a stock corporation?

a. Its corporate president is elected by its stockholders d. None of the above b. Banks are required to be stock corporations e. All of the above c. For 2 directors to be elected, a stockholder with 20 shares may give 40 votes to one

10. Which of the following is incorrect about a private corporation?

a. Its separate legal personality is disregarded if 90% of its stocks are owned by 1 person d. None of the above b. Its powers are limited compared to the powers of a partnership e. All of the above c. It may have legal personality even without a certificate of incorporation from the SEC

September 4, 2012 1. Which of the following is incorrect about a corporation?

a. It enjoys certain Bill of Rights in the constitution d. None of them b. It is not allowed to practice any profession e. All of them c. It remains despite the death of all its stockholders/members

2. In which area is a corporation the same as limited partnership?

a. Withdrawal of investment any time by stockholder/general partner d. None of them b. Co-ownership of business property by stockholders/partners e. All of them c. Addition of a certain word or prefix to its name to be valid

3. Which of the following is not a public corporation?

a. CEPALCO b. Social Security System c. Public utility d. None e. All of them

4. Which of the following is not among those that cannot be a close corporation? a. A water district b. Private school c. Bus company d. None of them e. All of them

5. Which of the following is correct about a foreign corporation under the Corp. Code?

a. To be its resident agent, a domestic corporation must be of sound financial standing d. None of them b. The liabilities of its officers are governed by Philippine laws e. All of them c. Without license to engage in business in the Philippines, it cannot sue or be sued here

6. Which of the following is incorrect about a non-stock corporation?

a. Its membership may be transferable d. None of the above b. Its managing body is required to be called as Board of Trustees e. All of the above c. If there are 3 trustees to be elected, its member may cast more than 1 vote

7. Which of the following is incorrect about a de facto corporation?

a. It actually exists for all practical purposes as a corporation d. None of the above b. It must have a certificate of incorporation issued by the SEC e. All of the above c. Its legal existence can be questioned by any person in a suit

8. Which of the following statements is incorrect?

a. A corporation sole acquires legal personality upon filing its articles of incorporation d. None of the above b. The board of trustees of an educational corporation must be in multiples of 5 e. All of the above c. Its powers are more restricted or limited than those of a partnership

9. Which of the following is incorrect about a corporation?

a. It is created either by law or by operation of law d. None of the above b. Without its consent, its stockholder may sell his shares which are not fully paid e. All of the above c. Its powers are more restricted or limited than those of a partnership

10. Which of the following is correct about a stock corporation?

a. Private banks are required to be stock corporations d. None of the above b. For 3 directors to be elected, its stockholder with 3 shares may give 9 votes to 1 person e. All of the above c. Its president must be elected by its board of directors

September 11, 2012 1. If Juans 200 shares in a corporation have become delinquent, which is correct?

a. Juan is still entitled to stock dividends for his 100 shares c. None of them b. They will be sold to the bidder who offers the biggest amount for those shares d. All of them c. If only 80 shares are sold to the highest bidder, the 20 shares shall be given to Juan

2. Which of the following is correct about pre-incorporation subscription requirements?

a. 25% of the authorized capital stock must be subscribed upon filing the articles of incorp. d. All of them b. The amount of such subscription must not be less than P5,000 e. None of them c. 25 % of the subscribed capital stocks must be paid upon incorporation

3. A non-voting share may still vote on any of these matters, except:

a. Investment in another corporation c. Increase its capital stock e. All of them b. Creation of bonded indebtedness d. None of them

4. Which of the following about a preferred stock is incorrect?

a. It may be given preference in the distribution of assets in liquidation d. None of them b. It may be deprived of voting rights e. All of them c. It is issued only with a stated par value

5. Which of the following about founders shares is incorrect?

a. They are issued to the organizers and promoters of the corporation d. None of the above b. They must be classified as such in its by-laws e. All of the above c. If given exclusive rights, they must be for a limited period not exceeding 5 years

6. Which of the following is correct about stock subscriptions?

a. Pre-incorporation subscriptions are irrevocable for 6 months from incorporation d. None of the above b. The subscriber becomes liable for interest once the stocks become delinquent e. All of the above c. Consideration for subscription may be in the form of a negotiable instrument

7. Which of the following is incorrect about a treasury share?

a. It may be disposed of at less than its par value d. All of the above b. Its holder has no right to dividends e. None of the above c. it is not part of outstanding shares of stock

8. Which of the following is incorrect about incorporators of a corporation?

a. Each is required to have its certificate of shares of stock for at least 1 share d. None of the above b. A corporation cannot be an incorporator of another corporation e. All of the above c. As a rule, incorporators of Philippine corporations are not required to be Filipinos

9. Which of the following is correct about post-incorporation legal requirements?

a. A corporation is deemed dissolved if it has no secretary within 2 years from incorp. d. None of the above b. A corporation which becomes inoperative for a total of 5 years may be suspended e. All of the above c. A corporation may file its by-laws within 1 month after its incorporation

10. Which of the following is incorrect about a certificate of shares of stock?

a. It is a personal property of its stockholder d. None of the above b. It is transferable by indorsement and delivery e. All of the above c. If it is lost, a new certificate may be issued but only after more than 1 year

September 18, 2012 1. Koi, Inc. has 9 members of its board of directors. Its articles of incorporation fix its majority as 6. What is the minimum no. of votes from

directors to elect its treasurer? a. 6 b. 5 c. 4 d. 3

2. The corp.s management committee cannot be delegated with these powers, except

a. Enter into a management contract c. Issue stock dividend e. All of them b. Amend its articles of incorporation d. None of them

3. Which of the following is incorrect about meetings of stockholders and directors?

a. As a rule, both meetings shall be presided by its corporate president d. None of the above b. A meeting for directors to be held in America requires at least 1 day prior notice e. All of the above c. If not in by-laws, any stockholder may preside at a certain meeting of stockholders

4. If its secretary enters into a fair and reasonable contract with the stock corporation, it is

a. Valid only if ratified by stockholders rep. 2/3 of the outstanding cap. Stock (OCS) c. Voidable b. Valid d. Void

5. If 1 of the 9 directors of a corporation died, which of the following is correct?

a. Such vacancy will be filled by vote of stockholders rep. 2/3 of the OCS d. None of them b. New director will hold office for 1 year and until his successor is elected & qualified e. All of them c. A voting trustee may be elected for such vacancy

6. Juan, a director of Magnolia, Inc., sells its rival corp.s product, Selecta, exclusively in his own store and cuts Selecta ice cream during its board

meetings. Which is correct? a. As a rule, he is guilty of disloyalty under the Corporation Code d. All of them b. As a rule, he should refund its profits to the corporation e. None of them c. He is not affected if his acts are notified by stockholders esp. 2/3 of the OCS

7. Who has the power to fix the issue price of no par value shares if it is not granted in the articles of incorporation or by-laws?

a. Board of directors and stockholders rep. 2/3 of the OCS c. Board of directors alone b. Board of directors and stockholders rep. A majority of the OCS d. Stockholders alone

8. An agricultural corp.s power to establish a car plan for the benefit of its directors

a. Is an express power b. Is an implied power c. Is an inherent power d. Is ultra vires

9. Who has the power to enter into a management contract with another corp. whose stockholders representing the same interests of both corporations own more than 1/3 of the total OCS? a. Board of directors and stockholders rep. 2/3 of the OCS c. Board of directors alone e. None of them b. Board of directors and stockholders rep. A majority of the OCS d. Stockholders alone

10. In a meeting, 7 of 8 directors voted for the issuance of 900 shares with P10 par value to Jack for P8,000 while one abstained. Under these

circumstances, which is correct? a. Only the 7 directors who voted are liable for watered stocks but only t the corporation e. No one is liable for watered stocks b. Only the 8 directors are liable for watered stocks but only to the corporation f. None of them c. Only the 8 directors are liable for watered stocks to the corporation and its creditors d. Only the 7 directors who voted are liable to the corp. & its creditors for watered stocks

September 25, 2012 1. Who of the following has no right to inspect corporate books?

a. Stockholder who mortgaged all his shares to a third person c. Voting trustor e. All of them b. Voting trustee d. None of them

2. A stockholder may exercise appraisal right in these instances, except:

a. Investment of corporate funds in another corporation c. Merger e. All of them b. Shorten its corporate term d. None of them

3. In the liquidation of a corporation, who should be paid third in the order of priority?

a. Stockholders preferred as to dividends c. All stockholders b. Inside creditors or loans from stockholders d. None of them

4. Which of the following is incorrect about consolidation?

a. It deals with the combination of 2 corporations into a new single corporation d. None of them b. No winding up or liquidation is required e. All of them c. Consent of creditors from the 2 corporations in not required

5. What suit should a stockholder file if the board of directors refuse to let him vote?

a. Representative suit b. Derivative suit c. Individual suit d. Class suit

6. Which of the following is correct about a stockholders right to cash dividends? a. W/o record date, corporation becomes liable at time of its declaration, not its payment d. All of the above b. Only stockholders with certificates of shares of stock are entitled to cash dividends e. None of the above c. One who pledged his shares to a 3rd person w/o notice to the corporation is not entitled

7. Which of the following is incorrect about a stockholders liabilities?

a. He is liable for unpaid stock subscriptions to the corporation and its creditors d. None of the above b. He is liable for interest on unpaid stock subscriptions only to the corporation c. He is liable for unpaid stock subscriptions & interest thereon to the corp. & its creditors

8. Verbal notice of stockholders special meeting to remove a director was sent 1 week prior thereto. In that meeting attended by all stockholders,

a director was removed by a vote of stockholders representing a majority of the outstanding capital stock. Under these circumstances, which of the following is correct? a. Meeting is improper, proceeding is void c. Meeting is proper, proceeding is valid b. Meeting is proper, proceeding is void d. Meeting is improper, proceeding is valid

9. Who of the following is not entitled to vote in stockholders meeting?

a. Stock subscriber who failed to pay balance of subscription since 2 weeks after maturity d. None of them b. Court-appointed executor of stockholder without written proxy for the meeting e. All of them c. Mortgagee of shares who was told in writing by the stockholder to vote in that meeting

10. Which of the following is correct about a stockholders appraisal right?

a. His stockholders rights are suspended from the time he votes against a proposed act d. None of the above b. If it is implemented, the fair value of his shares as of the day of such vote must be paid e. All of the above c. His rights are restored if it is not paid within 30 days from such implementation

Midterm Exam 1. To raise funds for Jacks immigration to Canada, he, Janet and Crissy verbally agreed to contribute bird houses, pigeon houses and bee houses

to be sold to customers. There is a. A valid partnership b. No partnership c. A co-ownership d. None of them

2. Which of the following cannot be contributed by stipulation to a universal partnership of all present property created on 1 August 2012?

a. Rental income of car acquired by partner through his friends last will on 8/2/12 d. None of the above b. Motorcycle given to a partner by his godfather on his birthday on 1 August 2012 e. All of the above c. Use of a truck acquired by partner upon the death of his grandfather on 8/3/12

3. Larry, Curly and Moe agreed to form a partnership business for the purpose of selling Japanese Koi fishes. Among them, there is a partnership

a. With a fixed term b. With a particular undertaking c. At will d. None of them

4. In the absence of stipulation, a partnership engaged in the sale of fruits and dry goods bears the risk of these contributions, except: a. Things brought and appraised in the inventory c. Goods for sale e. All of them b. Baskets of mangoes d. None of them

5. Which of the following is incorrect if the term of a partnership already expired?

a. If continued without liquidation and agreement, it becomes a partnership at will d. None of them b. Such partnership is automatically dissolved e. All of them c. A partners assignee may apply for its automatic dissolution

6. Rico, Jacko and Coco are the only partners of their business. With his consent, a third persons name is included by them in their partnerships

name. The third person a. Is a partner by estoppels c. Has a partners liability only b. Has a partners rights only d. Has a partners rights and liability

7. Which is a ground for the automatic dissolution of a universal partnership?

a. A partner is in a coma in the hospital c. Marriage between 2 partners e. All of them b. Civil interdiction of partnership d. None of them

8. Which of the following is a common feature of both a partnership and a co-ownership

a. Representation of members b. Governing law c. Profit sharing d. None of them

9. Without agreement, each partners share or right is equal as to the following, except: a. Contribution to satisfy partnership liabilities c. Possession of specific partnership asset e. All of them b. Initial contribution of capitalist partners d. None of them

10. Partners Sam, Pam, and Jam decided to share the firms credit equally and collect it individually. If Sam collected his share of the credit giving

his own receipt while Pam and Jam are unable to do so because its debtor later absconded, which is correct? a. Sam is considered a partnership trustee only if he is a managing partner b. Sam is considered a partnership trustee even if he is not a managing partners c. Sam is not considered a partnership trustee, whether he is a managing partner or not d. Sam, Pam and Jam are considered as partnership trustees

11. Which of the following is not subject to stipulation under the law on partnership?

a. Satisfaction of a new partners liability for firm debts arising before his admission d. None of them b. Where the partnership books should be kept e. All of them c. Rights of partners assignee

12. Which of the following is a ground for dissolution of a partnership?

a. Capitalist partner engages in the same competing business w/o the consent of others d. None of them b. Industrial partner is in a coma in the hospital e. All of them c. Partnership incurs a loss for 10 consecutive years

13. As a rule, less than all partners have no authority to do the following, except:

a. Sell its franchise to a non-creditor of the firm c. Compromise its firm liability e. All of them b. Waive its receivable from a partnership debtor d. None of them

14. Bert misrepresented to PNB that he is a partner of Noel and Tess who are not actual partners. Relying on such misrepresentation, PNB gave

them credit. If Noel and Tess consented to such misrepresentation, who shall be liable to PNB for such credit? a. Bert as a partner c. Bert, Noel and Tess as partners

b. Bert, Noel and Tess pro rata d. Answer not given

15. If a partner dies, which of the following is incorrect? a. The partnership is automatically dissolved c. The partnership still exists b. He is discharged from partnership liability d. None of them

16. Without agreement and fraud on him, which is not a right of a partners assignee?

a. Receive the assigning partners profit share c. Apply for dissolution of partnership e. All of them b. Require partnership accounting d. None of them

17. After dissolution, a partnership is in no case bound by a partners act, which is not appropriate for winding up of its affairs, in which of the

following instances? a. Partnership has become insolvent c. Either of the above b. It is dissolved because it is unlawful for a partner to carry on its business d. Neither of the above

18. Non-managing partner Fred derived profit from leasing a partnership property to a third person without the consent of the other partners. For

this, he is considered a. A partnership debtor b. A partnership trustee c. Both d. Neither

19. If a firm borrowed money from Juan, a 3rd person whose name is included in the firm name with his consent; Pedro, who is a partners assignee;

and Ted, who is a partner by estoppels in a transaction, who should be paid first during its liquidation after dissolution? a. Juan b. Pedro c. Ted d. The three of them e. Answer not given

20. Mike, one of the managers of the firm appointed with stipulation that all of them must agree for the validity of an act of administration, was

convicted by final judgment of a crime punishable by life imprisonment. Its legal effects are the following, except: a. His legal wife is entitled to true and full information affecting the firm on her demand d. None of them b. The other managers may validly execute acts of administration without his consent e. All of them c. The firm will be automatically dissolved

21. Which firm contribution does not require its agreement to appear in a public instrument?

a. Statues for sale c. Contract for servitude e. All of them b. Fruits of 10 year old mango plant d. None of them

22. As a rule, he never contributes cash or property to the partnership

a. Limited partner b. Industrial partner c. Partner by estoppel d. None e. All

23. A partners liability for partnership debts shall be satisfied out of its assets alone in which of these instances? a. For a partners act binding the firm after dissolution if he is unknown at that time c. Both a and b b. For its debts arising before his admission as new partner regardless of agreement d. Neither a nor b

24. Which of the following is not an obligation of the partnership to its partners? a. Debt incurred by partner in good faith for the interest of its business d. None of them b. Risks in consequence of its management e. All of them c. Interest for partners disbursement for it

25. Which of the following stipulations by partners is not void as to third persons?

a. A capitalist partner is exempt from sharing losses c. The managing partner will designate their profit share b. A capitalist partner is exempt from partnership liability d. None of them

June 21, 2013 1. For a partnership with a total capital of P3,000 to be legal, which is not required?

a. Its agreement must be in an instrument to be executed in public d. All of them b. It must be registered with the SEC e. None of them c. It must have an inventory

2. A contract of partnership is

a. A formal contract c. Subject to the statute of frauds e. All of them b. A real contract d. None of them

3. Ben, Vic and Ric verbally agreed to contribute paintings, statues, and cash, respectively, to their partnership that will engage in the art store

business. If there is no inventory of their contributions, their contract of partnership is a. Valid but unenforceable c. Void b. Valid & enforceable d. Answer not given

4. Which of the following statements about a partner is correct?

a. Persons who are not partners as to each other cannot be partners as to 3rd persons d. None of them b. Persons who are partners as to each other may not be partners as to 3rd persons e. All of them c. Persons who are not partners as to each other may be partners as to 3rd persons

5. Lito, Earl and Ben are owners of a building. If Lito receives 20% share of the gross income derived from the lease of the building to third

persons a. He is a partner in the lease business c. He is not presumed as such partner b. He is merely presumed as such partner d. Answer not given

6. In verbally forming an agricultural business with Maria in order to finance her college education, Juan and Pedro agreed to contribute fertilizers

in sacks and shares of stock from a real estate company respectively. Among the three of them, there is a. A legal partnership b. A void partnership c. Answer not given

7. The partnership of Jack, Jill and Hill borrowed money from PNB. If the partnership fails to pay its monthly obligation to PNB, from whom may it

collect such obligation? a. Partnership only b. Partnership and the partners c. Partners only

8. As a consequence of the characteristics of a partnership, which is incorrect?

a. Those convicted of the crimes of estafa or swindling cannot join a partnership d. None of them b. A partner is allowed to leave the partnership even before the expiration of its term e. All of them c. Only natural persons can join a partnership

9. For a partnership to exist, which is required?

a. Actual contribution by partners c. A business to engage in e. All of them b. Agreement to divide profits d. None of them

10. What is the legal consequence if a partnership engaged in the pharmacy business also sells prohibited drugs to its customers?

a. Only its profits from prohibited drugs will be immediately confiscated c. None of its profits will be confiscated b. All its profits from its pharmacy business will be immediately confiscated d. Answer not given

June 28, 2013 1. If a partner assigns a portion of his profit share to a third person, Ted, without the consent of the other partners, which of these statements is

correct regarding his rights? a. Ted is entitled only to receive such profit share d. None of them b. Ted is not entitled to any right of a partner e. All of them c. Ted may be entitled to other partners rights aside from his profit share

2. Which of the following has a legal personality?

a. Joint venture b. Co-ownership c. Both of them d. Neither of them

3. Which of the following constitutes a mandatory contribution of the partners to a universal partnership they formed on 5 May 2013? a. Truck purchased by a partner on 4 May 2013 and used by him until now d. None of the above b. House boarders rent received today by a partner who rented it since 1 May 2013 e. All of the above c. P2,500 cash received by a partner on 31 May 2013 as salary for teaching part time

4. After they designated their profit shares in March 2013, partner Jack received his profit share in May 2013 while the other partner, Jane, has not

yet received her profit share. Who is allowed to question his or her profit share today? a. Any of them b. Jane only c. Jack only d. Neither of them

5. Which of the following about an industrial partners share in losses is correct?

a. He is always excluded from sharing losses d. Answer not given b. He is excluded from sharing losses only if there is a stipulation to that effect c. Stipulation excluding him from sharing losses is void

6. Which of these about a partners right in specific partnership property is incorrect?

a. A partnership creditor may attach it d. None of them b. All the partners may assign them e. All of them c. A partners wife may charge it for legal support with the consent of all partners

7. As a rule, he cannot be an industrial partner

a. Dormant partner b. Limited partner c. Ostensible partner d. General partner e. None

8. Who may join a universal partnership? a. Married couple c. Deaf mutes who do not know how to write e. All of them b. Boyfriend and his girlfriend living together d. None of them

9. Partners Ric, Dic and Nic entrusted the designation of their profit shares to a third person, Vic. If, later, Dic is unsatisfied with the designation of

his profit share, which of the following may be his valid reason to impugn it? a. Ric influenced Vic b. It is unfair c. Vic is Nics boyfriend d. None e. All of them

10. Which of the following cannot be contributed by stipulation to a universal partnership of all present property created on 1 May 2013?

a. Land purchased by a partner on 1 June 2013 d. None of the above b. His neighbors house given to a partner in her Last Will on 5 May 2013 e. All of the above c. Agricultural lot inherited by a partner from his parents who died on 1 May 2013

July 5, 2013 1. Without agreement as to its management Jack, Jill and Hill formed their partnership which is engaged in the grocery business. What is required

to dismiss its cashier? a. The consent of any of them c. The consent of all of them e. Answer not given b. The consent of at least 2 of them d. The consent of the court

2. A third person, Jun, has separate demandable debts to the partnership for P100,000 and its managing partner, Jane, for P5,000 with interest. If

Jun paid P4,000 to Jane who issued the partnerships receipt for it, to which credit or credits should it be applied? a. The partnerships credit fully c. Janes credit fully b. The two credits proportionately d. Janes credit fully only if chosen by Jun

3. In their partnership engaged in the restaurant business, Lolo, Piolo and Jolo contributed cash, furniture and services, respectively. If Piolo

invested cash in another restaurant business and the other partners know about it but did not oppose it, which is correct? a. Piolo is required to bring his profits from the other business to the partnership b. Lolo & Jolo may either exclude him or avail of such profits with damages in each c. Only Lolo may either exclude him or avail of such profits with damages in each d. Lolo & Jolo have no right whatsoever against Piolo for his other business

4. If in the same firm in No. 3 above, there is an imminent loss of its business and Lolo failed to make additional contributions to save it because

he is insolvent while Piolo made additional contributions and Jolo did not bother to do so, which is correct? a. Lolo & Jolo are obliged to sell their interests to Piolo c. Only Jolo is obliged to sell his interest to Piolo b. Only Lolo is obliged to sell his interest to Piolo d. No one is obliged to sell his interest to Piolo

5. The right to a formal account as to its affairs is available to the only industrial partner of a partnership in these instances, except:

a. Another partner derived profits without his consent from the use of its car d. All of the above b. He is excluded by the other partners for engaging in a different business e. None of the above c. He is not allowed by the other partners to possess specific partnership property

6. If a partner can no longer talk after losing his vocal chords in an accident, to whom should other partners render true & full information about all

things affecting the firm? a. To such partner only c. To such partner but with condition b. To such partner or his legal representative d. To such partners legal representative

7. The day after the partners verbally agreed to form their partnership, they signed its Articles of Partnership for its restaurant business and

appointed Roxan as its managing partner. What is required to oppose her desire to change its accounting system? a. Just or lawful cause b. Consent of controlling interest c. A & b d. She is in bad faith

8. The partners agreed to divide the firms receivable from Yu equally and collect it separately. After partner Lee collected his share, Yu refused to

pay the shares of its managing partner and the other partners. Consequently, which is correct? a. Lee is required to give his collection to the firm if he issued his own receipt for it b. Lee is required to give his collection the firm if he issued its own receipt for it c. Lee us not required to do so as he is not its managing partner d. Answer not given

9. The firms managing partner received payment from one of its creditors and kept it in his pocket. Later, he used it to pay for his own debt. To the

firm, he is liable to pay a. Such amount, interest and damages from the time he kept it c. Such amount plus interest only b. Such amount, interest and damages from the time he used it d. Answer not given

10. Without agreement, how much should the capitalist partners contribute to firm capital

a. Any share they like b. Equal shares c. Proportionate shares d. Answer not given

July 12, 2013 1. For a non-partner, Jill, to be considered a partner by estoppel by a third person, Jack, which of the following is not required?

a. There must be an existing partnership of whom Jill is misrepresented as a partner d. None of them b. Such misrepresentation must be made or communicated to Jack e. All of them c. Jack must have given credit to that existing partnership

2. In their partnership, Bill and Ted are capitalist partners while Kille is an industrial partner. All of them agreed that Bill is exempt from liability to

creditors. If after its assets are exhausted, the firm still has a liability to a creditor, from whom may it collect? a. All partners b. Ted and Kille only c. Ted only d. None of them

3. Which of these statements about a partnership creditor & a partners creditor is incorrect?

a. As to a partners property, the latter is preferred over the former d. All of the above b. The latter may ask the attachment and public sale of a partners share in the firm assets e. None of the above c. The latter may charge a partners interest in the partnership with payment of his debt

4. Which of these is correct regarding the obligations of the partnership to a partner?

a. It bears the risk of contribution brought and appraised in its inventory d. None of the above b. It is liable to a partner for disbursements he made for the firm plus interest e. All of the above c. It bears the risk of a specific fungible thing whose usufruct is contributed

5. So that the firm will not be able to deliver his order in time and be liable for damages, a customer notified only its silent partner when to make

such delivery. Such notice is a. Notice to the firm c. Not notice to the firm for other reason b. Not notice to the firm because there is fraud d. Answer not given

6. Which of the following is not an act of ownership by a partner?

a. Submit its claim to arbitration c. Agree in a case that the firm owes a creditor e. All of them b. Renounce its liability d. None of them

7. While partner Ben is in the hospital and partner Jean is abroad, its managing partner Lane failed to pay its taxes on time to the BIR, which later

imposed a fine on the firm. Who shall be liable for such fine? a. The firm only b. The firm and all the partners c. Lane only d. All the partners only

8. To dispose of the partnerships goodwill, three out of its four partners

a. May do so if authorized by other partners c. May not do so w/o the consent of others e. None of them b. May do so if other partners abandoned its business d. All of them

9. While acting in the ordinary course of the firm business, its manager partner caused injury to its capitalist partner by his wrongful act. Who shall be liable for such injury? a. Managing partner only c. All partners solidarily b. All partners & the firm solidarily d. Answers not given

10. After Jay was admitted as a partner in March 2013 by partners Kay and Ray, a creditor of their general partnership exhausted all its assets to

collect its debt which was incurred in February 2013. If thereafter, there is still a balance of its debt, who shall be liable for it? a. All the partners b. Kay & Ray only c. The partnership only d. Answer not given

July 18, 2013 1. If a partner has become insolvent, which of the following statements is incorrect?

a. Against his personal assets, his debt to the firm is preferred over his debt to partners by way of contribution d. None of them b. The firm will never be bound by his act after its dissolution e. All of them c. The firm will not be terminated yet

2. If a universal partnership with no term incurred a net loss for 5 consecutive years

a. If cannot be dissolved yet c. A partners assignee may apply for its dissolution e. None of them b. Any partner may apply for its dissolution d. All of them

3. If a partner dies and the firm business is continued by the remaining partners without settlement of accounts, the rights of his legal

representative are the following, except: a. To have the value of his interest ascertained at dissolution d. None of the above b. To receive as an ordinary creditor an amount equal to such value with interest e. All of the above c. To receive the profits attributable to the use of his right in the dissolved firm

4. When a partner withdraws from the partnership before the expiration of its agreed term and the other partners continued its business using the

same firm name, which is incorrect? a. They may pay the withdrawing partner less than the value of his interest d. None of them b. They are required to indemnify the withdrawing partner against all future debts e. All of them c. They can use its name during such term

5. Which of these does not dissolve a firm engaged in farming by decree of court?

a. A partner has unintentionally violated the partnership agreement many times d. None of the above b. A capitalist partner has been under lucid interval after being declared insane last month e. All of the above c. Industrial partner immigrates to Canada

6. Upon dissolution, the existing liability of a partner

a. Is discharged c. May be discharged by agreement b. Will never be discharged d. May be discharged by other means

7. The partnership is dissolved without decree of court in these instances, except:

a. Partner is expelled by the other partners because their competitor is his girlfriend d. None of them b. A partners only car which he promised to contribute today was burned yesterday e. All of them c. A partner has no more cash to pay his debts

8. If after it is dissolved due to the death of a partner, the partnership still has liabilities to its creditor, Jack, after all its assets are exhausted, which

of the following is correct? a. Jack has the right to run after the personal properties of all partners d. None of them b. Jack has the right to run after the personal properties of all living partners only c. Jack has no right to run after the personal properties of any partner

9. In the order of payment of firm liabilities during its liquidation, the capital of partners

a. Ranks second b. Ranks third c. Ranks fourth d. None of them

10. If a partner in a universal firm marries another partner today, which is incorrect? a. The firm is dissolved without decree of court d. Answer not given b. A partners act of buying from its suppliers tomorrow can never bind the firm c. A partners act of selling to its customers tomorrow binds the firm

August 2, 2013 1. As a rule, a limited partner is liable as a general partner in these instances, except:

a. After knowing his wrong belief that he is a limited partner, he renounces his profit share d. None of them b. When he takes part in the selection of the business manager e. All of them c. When he deals with a customer

2. Without their only limited partners consent or ratification, all general partners may

a. Admit a limited partner c. Sell the goodwill of the business e. All of them b. Admit a general partner d. None of them

3. The liability of a substituted limited partner (SLP) compared to that of the limited partner he substituted is

a. Always the same, except only those he did not know at the time he became an SLP d. Not always the same b. Always the same, except only those that could not be ascertained from the Certificate e. Answer not given c. Always the same, except only those mentioned in both a and b above

4. Which of the following is correct about a limited and general partner at the same time in the same limited partnership?

a. He becomes one the moment all the partners agree d. None of them b. He is entitled to all the rights of a limited partner and a general partner e. All of them c. After exhausting its assets, its creditors may run after his personal properties

5. In the liquidation of a limited partnership, what is the order of payment for a limited partners other compensation by way of income?

a. First b. Second c. Third d. Fourth

6. The Certificate of Limited Partnership is only amended in these instances, except: a. One of the limited partners dies c. One of the general partners dies e. All of them b. Withdrawal of a limited partners contribution d. None of them

7. If one suffers loss by relying on a false statement in the Certificate which was known by a limited partner at the time he signed it and he is later

substituted by his assignee, who is now liable for such loss as a rule? a. Both the limited partner and the substituted limited partner c. Only the limited partner b. Only the substituted limited partner d. None of them

8. If a limited partners surname, which is not the same as the surname of any other partner, newly appears in the firm name after his admission,

which is correct? a. He is liable as a general partner but none of his rights d. He has all the general partners rights & liabilities b. He is liable as a general partner and has some of his rights e. Answer not given c. He has some of a general partners rights but may not be liable like him

9. Which of the following statements about a limited partner is incorrect?

a. He may demand and receive cash in return for the land he contributed d. None of the above b. He may demand the return of his contribution before dissolution e. All of the above c. He may dissolve the partnership on grounds not available to general partners

10. Which is incorrect about a mere limited partner and his substituted limited partner?

a. The Certificate is required to be amended for the former to be additionally admitted to the partnership and for the latter to be a substituted limited partner

b. Even if only the former is empowered by the Certificate to give his assignee the right to become a substituted limited partner, the latter may also give such right

c. If the latter becomes one due to the formers death, he is not liable for any of his debts d. None of the above e. All of the above

Midterm 08.07.2013 1. In their rose-producing business, the partners contributed rose plants in plastic containers, P5,000 cash, and fertilizers actually used in those

containers. If it is formed verbally, the firm is a. Valid but unenforceable b. Valid & enforceable c. Void d. Answer not given

2. A partnership and a joint venture may have the following common characteristics, except:

a. They may involve a temporary business c. They are governed by the law on partnership e. None of them b. Their members share in the profits d. All of them

3. Its creditor, Jean, can no longer run after the personal properties of its general partner, Jack, to satisfy her claim arising from a transaction with the partnership in these instances, except when a. Partnership incurred such claim before it admitted Jack as a partner d. None of them b. Jean, who is unaware of its dissolution & does not know Jack, transacted it thereafter e. All of them c. Jean entered into such transaction with an insolvent partner after its dissolution

4. If a partner partially satisfied her debt to her personal debtor, Ric, by assigning her interest in the partnership to him, Ric is entitled to the

following, except a. To be paid fourth in the liquidation of the dissolved partnership d. None of them b. Ask the attachment of her share in the partnership assets e. All of them c. Require an account from the date of the last account agreed by partners

5. Larry, Curly and Moe are partners. One day, Beth, who has demandable debts to their firm and Moe, paid him P3,000 for which he issued his

own receipt. Which of these is incorrect? a. Such payment should be applied proportionately to the credits of the firm and Moe d. None of the above b. Moe may alter an immovable property of the firm without the consent of Larry & Curly e. All of the above c. Moe is a partnership trustee

6. If the partners agreed to form a universal partnership on 1 June 2013, which of the following is not a mandatory contribution to such partnership? a. Right to enjoy a partners only car he has borrowed from a friend since January 2013 d. None b. A capitalist partners July 2013 profit share from another partnership as its industrial partner e. All of them c. Proceeds of sale of partners own house he resided in 2012 but sold yesterday

7. If partner Fred withdraws from the partnership before the expiration of its term and its business is continued by the other partners using its same

name, which is correct? a. The other partners may pay the value of Freds interest therein in cash or property d. None of them b. Aside from such value of his interest, Fred is entitled to compensation e. All of them c. The value of Freds interest includes goodwill

8. Which of these statements about a partners right in specific partnership property is incorrect?

a. A partner may subject such right to attachment c. It can never be subject to legal support e. All of them b. All the partners may assign their rights therein d. None of them

9. Who may apply for the dissolution of the partnership by decree of court?

a. A partners personal creditor c. A partners legal representative e. All of them b. A third person who buys a partners interest on credit d. None of them

10. In using a specific partnership property, partner Bert earned income without the knowledge of his other partners. Under these circumstances,

which is incorrect? a. The other partners have the right to a formal account of the partnership affairs d. None of them b. Bert is liable to the partnership for such income, interest and damages e. All of them c. Bert is considered a partnership trustee

11. If a partner dies and the partnership business is continued by the remaining partners without liquidation, which of the following statements is

correct? a. His legal representative will receive as an ordinary creditor the value of his interest d. None of them b. Before such receipt, partnership creditors must receive their claims first e. All of them c. The remaining partners may not pay the value of his interest

12. Po, Ho and So agreed to exclude So from sharing profits. If their firm still owes its creditor, Wo, P30,000 after its assets are exhausted and Ho

dies, which of these is correct? a. After giving the required payment to Wo, Po is entitled to reimbursement from So d. None of them

b. Po is required to pay Wo more than P10,000 e. All of them c. Wo cannot recover from all the partners personal properties

13. If the partnership suffers damages through the fault of its industrial partner, which of the following is correct?

a. He may compensate it with his profit share only with the consent of all partners d. None b. If it earns unusual profits in the same activities, his liability may be lessened by the court e. All c. His liability may be lessened only if it earns such profits through his extraordinary efforts

14. Which of the following acts of a partner does not constitute an act of ownership?

a. Enter into a compromise about its loss c. Assign its generic things for creditors e. All of them b. Submit its claim to arbitration d. None of them

15. If in their partnership name, the surname of a non-partner, Vicky, is included with her consent, which of the following is correct?

a. Vicky is always liable as a partner to third persons c. Her liability to third persons is prorata b. Vicky may not be liable as a partner to third persons d. Answer not given

16. Which of these requires that a firm contract should appear in a public instrument to be valid?

a. Right to cross a piece of land is contributed by a partner to the firm d. None of them b. The partners agreed to purchase land for their beach resort business e. All of them c. The partners signed an inventory of their contributions

17. Which of the following stipulations by partners is void?

a. Partners failure to make annual additional contributions is a ground for its dissolution b. A partner is not solidarily liable if any of the other partners causes injury to 3rd persons due to his wrongful act while acting in the ordinary

course of the firm business c. The industrial partner who refuses to give additional contribution to save its business in case of its imminent loss is obliged to sell his

interest to the other persons d. None of them e. All of them

18. An unknown partner who does not participate in the management of the partnership

a. Ostensible partner b. Silent partner c. Nominal partner d. Dormant partner

19. Which of the following has a legal personality to transact business? a. Co-ownership b. Sole proprietorship c. Joint venture d. All of them e. None of them

20. Their liability to pay the value of the interest of a partner whose violation of the partnership agreement caused its dissolution may be secured by

the remaining partners continuing it by a. Paying it in cash b. Paying it in property c. Either a or b d. Neither a nor b

21. It is that point of time when the partners stop to carry on the firm business together

a. Dissolution b. Winding up c. Termination d. None of them

22. In which of these instances, is the liability of a partner always prorata? a. For the firms contractual obligations after its assets are exhausted d. None of them b. For transactions after dissolution with its old creditor who is unaware thereof e. All of them c. To its creditor in case there is a partner by estoppel

23. A partner is also liable for interest and damages of a sum of money

a. Owned by the firm is used by him for personal purpose c. Either of them b. He promised to contribute is not given on time d. Neither of them

August 20, 2013 1. To avoid its legal obligations to its workers who sued it for paying wages below the minimum wage, Fruit Corporation became insolvent after

transferring its assets to another corporation, Bread Incorporated, which it dominates. Under these circumstances, a. The workers can claim only from their employer, Fruit Corporation b. The corporate character of Bread Incorporated may be abrogated c. The corporate character of Bread Incorporated cannot be abrogated d. Answer not given

2. If a corporation commits a crime punishable by imprisonment, which is correct?

a. It cannot be sued for committing that crime d. Answer not given b. Only its officers responsible for it may be sued for that crime c. The corporation and its responsible officers may be sued for that crime

3. It may have legal personality without the SECs certificate of incorporation

a. Religious corporation b. Quasi-corporation c. Foreign corporation d. None e. None of them

4. Which of these statements about a corporation in general is correct? a. The death of all its members and officers will not dissolve it d. None of them b. It enjoys certain constitutional rights just like a natural person e. All of them c. It is created either by law or by operation of law

5. Which of the following is a public corporation?

a. GSIS b. CEPALCO c. CDO water district d. All of them e. None of them

6. Which of the following about a close corporation is incorrect? a. Its issued stocks, except treasury, must be held of record by not more than 20 persons d. None of them b. A transportation company cannot be a close corporation e. All of them c. It cannot make any public offering of its shares

7. Which of the following statements about a stock corporation is incorrect? a. Its stockholder can never withdraw his investment b. Its stockholder may make his transferee of shares a stockholder without its consent c. The law requires the word Corporation or Incorporated or its abbreviation to be added to its corporate name d. None of them e. All of them

8. Which of the following statements about a de facto corporation is incorrect?

a. It must have a certificate of incorporation issued by the SEC d. None of them b. It has a legal right to corporate existence as to its private creditors and customers e. All of them c. Its existence is questioned only by one person

9. Which of the following is incorrect about special corporations? a. A non-stock educational corporations board of trustees may have 12 members b. As a rule, a corporation sole cannot sell its real property w/o the consent of the court c. The successor of the deceased chief priest becomes a corporation sole upon filing with the SEC of a copy of appointment or commission d. None of them e. All of them

10. Which of the following is correct regarding a foreign corporation in the Phil.?

a. Rules & regulations applicable to domestic corp. Govern the duties of its officers d. All of the above b. For a domestic corp. to be its resident agent, it must have sound financial standing e. None of the above c. If it has no license to do business in the Phil., it cannot sue here but may be sued

August 27, 2013 1. Which of these is a legal requirement to incorporate a private stock corporation?

a. 25% its pre-incorporation subscription must be paid in cash c. Promotion e. None of them b. Its by-laws must be filed before incorporation d. All of them

2. A non-voting share has a right to vote on these matters, except:

a. Investment in another corporation c. Lease of substantially all its assets e. All of them b. Enter into a management contract with another corp. d. None of them

3. If Moes 100 delinquent shares are sold by a corporation at a public auction to the highest bidder, Ted, who offers to pay the required amount

for 80 shares, which is correct? a. Only 80 shares will be issued to Ted and 20 will become treasury shares c. 100 shares will be issued to Ted b. Only 80 shares will be issued to Ted while 20 shares will be issued to Moe d. None of them

4. Which of the following corporations is permitted to issue no-par value shares?

a. Insurance company b. Electric cooperative c. Oil company d. None e. All of them

5. Which of these complies with the pre-incorporation subscription requirements? a. P70,000 authorized capital stock, P30,000 subscribed, P7,000 paid d. None b. P70,000 authorized capital stock, P18,500 subscribed, P4,800 paid e. All of them c. P70,000 authorized capital stock, P17,000 subscribed, fully paid

6. Which of the following statements about a corporation is correct?

a. To be its incorporator, one is required to own at least one share of its stock d. None of the above b. It may be dissolved if it does not elect its president within 2 years from incorporation e. All of the above c. a corporate name is allowed to be the same as that of an existing partnership name

7. Which of the following is usually a preferred stock?

a. A redeemable share c. Issued only with a stated par value e. All of them b. A non-voting share d. None of them

8. If Jack subscribed shares of stock in June 2013 to be paid on 30 December 2013 as specified in his subscription contract, which of the following

is correct? a. His subscription liability may be due before 30 December 2013 d. None of them b. He may be liable for interest thereon before 30 December 2013 e. All of them c. His shares may become delinquent before 30 December 2013

9. Which of the following about shares is incorrect?

a. Founders shares must be classified as such in the articles of incorporation d. None of the above b. A share of stock may be disposed of at less than its par value e/ all of the above c. The consideration for no-par value shares cannot be distributed as dividends

10. Which of the following is not a ground for suspension or revocation of the certificate of registration of a corporation?

a. Failure to file by-laws within the required period d. None of them b. Corporation becomes continuously inoperative for 5 years e. All of them c. Failure to commence its operations within 2 years from incorporation

September 2, 2013 1. There are 15 trustees of a non-stock corporation as fixed in its articles of incorporation. If 2 just died, what is the number required for them to

validly lay down its policies? a. 8 b. 7 c. 5 d. 4 e. Answer not given

2. Which of the following about corporate officers of a stock corporation is incorrect?

a. Its vice-president may not be its stockholder c. Its accountant may also be its auditor e. All of them b. Its secretary must be a Filipino d. None of them

3. Fruit Corp. And Veggy, Inc. have interlocking directors whose interest in the latter represents 20% of its outstanding capital stock. As a rule, a

contract between them is a. Valid b. Valid if fair and reasonable c. Voidable d. Voidable if there is fraud

4. Jack is a director of a corporation that manufactures Selecta brand ice cream. If Jack always eats its competitors ice cream, Magnolia, during

board meetings and sells it exclusively in his own store, which of the following is incorrect? a. He is guilty of disloyalty under the Corporation Code d. None of them b. He is required to refund all his profits arising from its sales to his corporation e. All of them c. He is not penalized for his acts if ratified by a vote of stockholders rep. 2/3 of OCS

5. To elect its corporate secretary, what is the required minimum number of votes from the 14 directors of a stock corporation if its articles of

incorporation fix its quorum at 10 and 2 of them just died? a. 3 b. 4 c. 5 d. Answer not given

6. Which of these statements about a corporations executive committee is correct?

a. It acts by majority vote of its members in a quorum c. Its members must be its stockholders e. All of them b. Its members are elected by the stockholders d. None of them

7. If out of 10 directors, 8 voted for the issuance of 1,000 shares at P100 par value per shares to Tess who gave as full payment thereof her lot

with a fair value of P95,000 while the other 2 talked to its secretary about their opposition against it, which is correct? a. The 8 voting directors are solidarily liable to the corporation for P5,000 e. Answer not given b. All directors are solidarily liable to the corporation for P5,000 c. Those directors are solidarily liable with Tess to the cprp. & its creditors for P5,000 d. All directors are solidarily liable with Tess to the corp. & its creditors for P5,000

8. If 2 out of 15 directors of a stock corporation die, who will fill up such vacancies?

a. Vote of stockholders rep. 2/3 of the OCS c. Vote of the majority of 15 directors b. Vote of the majority of the 13 directors d. Answer not given

9. Which of the following about stockholders and directors meetings is incorrect?

a. Stockholders and directors may attend their respective meetings personally or by proxy d. None of the above b. The formers meeting is held at a certain place, the latters may be held anywhere e. All of the above c. Notice for the formers special meeting is 1 week before; the latters is 1 day before

10. For the contract entered into by a stock corporation and its treasurer, who attended the meeting for its approval, to be valid, which of the

following is required? a. It is ratified by its stockholders rep. 2/3 of its OCS c. It is fair and reasonable e. All of them b. Full disclosure of adverse interest d. None of them

September 10, 2013 1. Which of the following is not an express power of a food & beverage corporation?

a. To make reasonable donations to support the anti-pork barrel rally in EDSA d. None of the above b. To establish vacation plans for the exclusive benefit of its directors e. All of the above c. To give reasonable financial aid to a palaeontologist who is digging for dinosaur fossils

2. If a corporation wants to manage the gasoline station of another corporation, who is required to approve the contract between them for that

purpose? a. Board of directors and stockholders rep. 2/3 of the OCS c. Board of directors alone b. Board of directors and stockholders rep. a majority of the OCS d. None of them

3. A cement corporations act of operating an electric plant to supply electricity to its cement factory and to its employees living within its

compound is a. Its express power b. Its implied power c. Its incidental power d. Ultra vires

4. Who is required to exercise the power of a corporation to mortgage its property?

a. Board of directors and stockholders rep. 2/3 of the OCS c. Board of directors alone b. Board of directors and stockholders rep. a majority of the OCS d. None of them

5. Stockholders representing a majority of the outstanding capital stock are required to exercise these powers, except:

a. Fix issue price of no-par value shares if not granted to the board d. None of them b. Grant compensation other than per diems to directors e. All of them c. Fill in a vacancy in the board caused by expiration of term

6. Who may exercise the power to invest corporate funds in another business?

a. Board of directors and stockholder rep. 2/3 of the OCS c. Executive committee e. All b. Board of directors and stockholders rep. a majority of the OCS d. None

7. Stockholders representing 2/3 of the outstanding capital stock are required to approve the decision of the board of directors in these instances,

except: a. Create bonded indebtedness c. Issue stock dividends e. All of them b. Repeal its by-laws d. None of them

8. To acquire its own shares, the corporation is required to have the following, except:

a. Unrestricted retained earnings c. Approval by its stockholders rep. certain shares e. All of them b. Vote of the majority of its board in a quorum d. None of them

9. Who has the power to abandon the approved mortgaged of all corporate properties?

a. Board of directors and stockholder rep. 2/3 of the OCS c. Board of directors e. All b. Board of directors and stockholders rep. a majority of the OCS d. None

10. To extend its term, a non-stock corporation is required to have these, except:

a. Vote of the majority of its board in a quorum d. None of them b. Ratification by 2/3 of its members e. All of them c. Dissenting members are given the appraisal right

September 16, 2013 1. Which of the following statements about a voting trust agreement is incorrect?

a. The voting trustee is qualified to be a director of the corporation d. None b. Both voting transferor and trustee have the right to inspect corporate books e. All c. The voting trustee may vote by proxy in the stockholders meeting

2. A stockholder may exercise his appraisal right in any of these instances, except:

a. Deny the pre-emptive right granted to stockholders in the articles of incorporation d. None of them b. Extension of corporate term e. All of them c. Investment of its corporate funds

3. For its annual stockholders meeting, the corporate secretary sent a written notice to all stockholders 1 week prior thereto. If in that meeting,

90% of the stockholders were present while the rest were represented by their proxies and stockholders representing a majority of its OCS removed 2 members of the board, which is correct? a. The meeting is improper but its proceedings are valid d. The meeting is proper but its proceedings are not valid b. Both the meeting and its proceedings are not valid e. Answer not given c. Both the meeting and its proceedings are valid

4. Which of the following statements about a stockholders liability is incorrect?

a. For his unpaid stock subscriptions, he is liable to the corporation and its creditors c. Both a and b b. For interest on his unpaid stock subscriptions, he is liable only to the corporation d. Neither a nor b

5. When are the stockholders rights of one exercising appraisal right suspended?

a. from the time he makes any demand for the payment of the fair value of his shares d. Answer not given b. From the time he makes such demand within 30 days from taking of vote c. After the lapse of 30 days from the time he makes such demand

6. If the board refused in bad faith to allow a stockholder to inspect its corporate books to check if it committed fraud despite his demands, what may he file against its members a. Individual suit b. Derivative suit c. Representative suit d. None of them

7. Which of these statements is correct regarding a stockholders pre-emptive right?

a. It does not allow him to subscribe to issues of shares of a class different from his shares b. It cannot be denied if it is not denied by its SEC-approved articles of incorporation c. It cannot extend to shares issued in good faith with the approval of stockholders representing a majority of its OCS in payment of previous

debt d. None of the above e. All of the above

8. How much should the corporation, which implemented the action opposed by a stockholder in the exercise of his appraisal right, pay him for his

shares? a. Their fair value as of his valid demand for their payment c. Their fair value as of the day such action is implemented b. Their fair value as of the taking of the vote for an action he opposed d. None of them

9. Which of the following is incorrect about a stockholders right to dividends?

a. He is not entitled to dividends not declared by the board of directors b. He is not entitled to declare stock dividends that are subsequently rescinded by the board before their actual issuance c. He is not entitled to stock dividends if his shares are already delinquent d. None of the above e. All of the above

10. When is a stockholder who exercised appraisal right entitled to cash dividends?

a. Anytime or before and after such exercise b. If he is not paid of the fair value of his shares within 30 days from his demand thereof c. If he is not paid of the fair value of his shares within 30 days from their appraisal d. None of them

September 23, 2013 1. If by the required votes of their respective boards and stockholders, A Corporation and B, Inc. agreed to enter into a contract of merger, which

of the following is incorrect? a. Only one of them will automatically acquire the rights and liabilities of the other d. None of them b. There is no need for winding up or liquidation of the assets of both