ACC 178 SAS Module 25
ACC 178 SAS Module 25
ACC 178 SAS Module 25
1. References:
3. Holders of nonvoting shares shall nevertheless be entitled to vote on the following matters
a. Amendment of the articles of incorporation
b. Adoption and amendment of bylaws;
c. Sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the
corporate property
d. All of the above
4. Holders of nonvoting shares shall nevertheless be entitled to vote on the following matters
a. Incurring, creating, or increasing bonded indebtedness b. Increase or decrease of
authorized capital stock
c. Merger or consolidation of the corporation with another corporation or other corporations
d. All of the above
5. No-par value shares must be issued for a consideration of at least a. Five pesos per share
b. One peso per share
c. Ten pesos per share
d. One hundred pesos per share
6. For founders’ shares, where the exclusive right to vote and be voted for in the election of directors is granted,
it must be for a limited period not to exceed ____ year/s from the date of incorporation
a. One
b. Two
c. Five
d. Ten
7. These are shares of stock which have been issued and fully paid for, but subsequently reacquired by the
issuing corporation through purchase, redemption, donation, or some other lawful means.
a. Redeemable shares
b. Treasury shares
c. Watered stocks
d. Nominal shares
8. Any person, partnership, association or corporation, singly or jointly with others but not more than
__________ in number, may organize a corporation for any lawful purpose or purposes:
a. 5
b. 10
c. 15
d. None of the above
9. A corporate term for a specific period may be extended or shortened by amending the articles of
incorporation: Provided, That no extension may be made earlier than ________ years prior to the original
or subsequent expiry date(s) unless there are justifiable reasons for an earlier extension as may be
determined by the Commission:
a. Two
b. Three
c. Five
d. Ten
10. Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or
matter stated in the articles of incorporation may be amended by a majority vote of the board of directors
or trustees and the vote or written assent of the stockholders representing at least _______ of the
outstanding capital stock, without prejudice to the appraisal right of dissenting stockholders in accordance
with the provisions of this Code.
a. 1/3
b. ½
c. 2/3
d. ¾
11. The due incorporation of any corporation claiming in good faith to be a corporation under this Code, and
its right to exercise corporate powers, shall not be inquired into collaterally in any private suit to which
such corporation may be a party. Such inquiry may be made by the Solicitor General in a
____________ proceeding.
a. Impeachment
b. Quo warranto
c. Both A & B
d. None of the above
12. If a corporation does not formally organize and commence its business within _____ years from the date
of its incorporation, its certificate of incorporation shall be deemed revoked as of the day following the end
of such period
a. Two
b. Three
c. Five
d. Ten
13. If a corporation has commenced its business but subsequently becomes inoperative for a period of at least
________ consecutive years, the Commission may, after due notice and hearing, place the corporation
under delinquent status.
a. Three
b. Five
c. Ten
d. Twenty
14. A delinquent corporation shall have a period of __________ year/s to resume operations and comply with
all requirements that the Commission shall prescribe.
a. One
b. Two
c. Three
d. Five
15. Directors shall be elected for a term of one (1) year from among the holders of stocks registered in the
corporation’s books, while trustees shall be elected for a term not exceeding ______ year/s from among
the members of the corporation.
a. One
b. Two
c. Three
d. Five
16. Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding
or representing at least ___________ of the outstanding capital stock.
a. ½
b. 2/3
c. ¾
d. All
17. In the absence of any provision in the bylaws fixing their compensation, the directors or trustees shall not
receive any compensation in their capacity as such, except for reasonable ________.
a. Honorariums
b. Talent fee
c. Per diems
d. None of the above
18. Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the
corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or
acquire any personal or pecuniary interest in conflict with their duty as such directors or trustees shall
be liable ______________ for all damages resulting therefrom suffered by the corporation, its stockholders
or members and other persons.
a. Jointly
b. Jointly and severally
c. Solidarily
d. Both B & C
19. No management contract shall be entered into for a period longer than _______ years for any one (1)
term.
a. Five
b. Ten
c. Twenty
d. Fifty
20. The owners of _________ of the outstanding capital stock may delegate to the board of directors the power
to amend or repeal the bylaws or adopt new bylaws.
a. ½
b. Majority
c. 2/3
d. ¾
21. Regular meetings of stockholders or members shall be held annually on a date fixed in the bylaws, or if
not so fixed, on any date after ______ of every year as determined by the board of directors or trustees.
a. January 15
b. March 15
c. April 15
d. December 15
22. Special meetings of stockholders or members shall be held at any time deemed necessary or as provided
in the bylaws: Provided, however, That at least ______ week/s written notice shall be sent to all
stockholders or members, unless a different period is provided in the bylaws, law or regulation.
a. One
b. Two
c. Three
d. Ten
23. Each share shall be equal in all respects to every other share, except as otherwise provided in the articles
of incorporation and in the certificate of stock.
No share may be deprived of voting rights except those classified and issued as “preferred” or
“redeemable” shares, unless otherwise provided in this Code.
24. Holders of nonvoting shares shall not be entitled to vote on any corporate matter.
Banks, trust, insurance, and preneed companies, public utilities, building and loan associations, and
other corporations authorized to obtain or access funds from the public, whether publicly listed or not,
shall be permitted to issue no-par value shares of stock.
25. Preferred shares of stock may be issued only with a stated par value.
A corporation shall have perpetual existence unless its articles of incorporation provides otherwise.
26. The board of the following corporations vested with public interest shall have independent directors
constituting at least thirty percent (30%) of such board.
Immediately after their election, the directors of a corporation must formally organize and elect: (a) a
president, who must be a director; (b) a treasurer, who must be a citizen; (c) a secretary, who must be
a citizen and resident of the Philippines; and (d) such other officers as may be provided in the bylaws.
27. The same person may hold two (2) or more positions concurrently, except that no one shall act as president
and secretary or as president and treasurer at the same time, unless otherwise allowed in this Code.
A person shall be disqualified from being a director, trustee or officer of any corporation if, within three
(3) years prior to the election or appointment as such, the person was convicted by final judgment of
an offense punishable by imprisonment for a period exceeding six (6) years.
28. In no case shall the total yearly compensation of directors exceed ten (10%) percent of the net income
before income tax of the corporation during the preceding year.
A contract of the corporation with (1) one or more of its directors, trustees, officers or their spouses and
relatives within the fourth civil degree of consanguinity or affinity is void, at the option of such
corporation.
29. Stockholdings exceeding ten percent (10%) of the outstanding capital stock shall be considered substantial
for purposes of interlocking directors.
If the bylaws so provide, the board may create an executive committee composed of at least five (5)
directors.
30. A private corporation may extend or shorten its term as stated in the articles of incorporation when approved
by a majority vote of the board of directors or trustees, and ratified at a meeting by the stockholders or
members representing at least two-thirds (2/3) of the outstanding capital stock or of its members.
Stock corporations are prohibited from retaining surplus profits in excess of ten percent (10%) of their
paid-in capital stock.
31. For the adoption of bylaws by the corporation, the affirmative vote of the stockholders representing at least
a majority of the outstanding capital stock, or of at least a majority of the members in case of nonstock
corporations, shall be necessary.
Stockholders’ or members’ meetings, whether regular or special, shall be held in the principal office of
the corporation as set forth in the articles of incorporation, or, if not practicable, in the city or municipality
where the principal office of the corporation is located.
32. One or more stockholders of a stock corporation may create a voting trust for the purpose of conferring
upon a trustee or trustees the right to vote and other rights pertaining to the shares for a period not
exceeding three (3) years at any time.
A subscription of shares in a corporation still to be formed shall be irrevocable for a period of at least
seven (7) months from the date of subscription, unless all of the other subscribers consent to the
revocation, or the corporation fails to incorporate within the same period or within a longer period
stipulated in the contract of subscription.
33. In a contract of sale, the thing must be licit and the vendor must have a right to transfer the ownership
thereof at the time of the perfection of the contract.
34. Profits generated by such “right of resale” should be remitted by the seller to the original buyer.
When the sale is made through a public instrument, the execution thereof shall be equivalent to the
delivery of the thing sold.
a. Only the first statement is correct.
b. Only the second statement is correct.
c. Both statements are correct.
d. Both statements are incorrect.
35. The following persons cannot acquire by purchase, even at a public or judicial auction sales or in legal
redemption, compromises and renunciations, either in person or through mediation of another:
a. The guardian, the property of the person or person who may be under his guardianship
b. Executors and administrators, the property of the estate under their administration
c. Public officers and employees the property of the State or any subdivision thereof or of any GOCC
or institution, the administration of which has been entrusted to them.
d. All of the above
36. Where the language of the instrument is ambiguous or there are omissions therein, the following rules
of construction apply, except:
a. Where the instrument is so ambiguous that there is doubt whether it is a bill or note, the holder may
treat it as either at his election
b. Where a signature is so placed upon the instrument that it is not clear in what capacity the person
making the same intended to sign, he is to be deemed an indorser
c. Where the instrument provides for the payment of interest, specifying the date from which interest is to run,
the interest runs from the date of the instrument, and if the instrument is undated, from the issue thereof
d. Where there is a conflict between the written and printed provisions of the instrument, the
written provisions prevail.
37. In a partnership, the liability of the partners shall be joint and solidary
I. Obligations in favor of partnership suppliers by virtue of sales contract
II. Obligations in favor of a partnership client for return of deposits misappropriated by one of
the partners
III. Obligations in favor of a pedestrian hit by the delivery van driven by one of the partners in the course of
partnership business
a. I and III b. II and III c. I and II d. I, II and III
37. A lost his cell phone while inside a restroom. It was found by B who diligently searched for the owner but to no
avail. Later, the cell phone was purchased by C, a buyer in good faith. Subsequently A traced his cell phone
while being used by C. In this case
a. C acquires ownership over the cell phone
b. A can recover the cell phone from C upon reimbursement of the purchase price
c. C should return the cell phone to A if B will return the purchase price
d. B’s title is void; hence C did not acquire a valid title over the cell phone
38. In a contract of sale, the parties agreed that the buyer shall be the one to fix the price subject to approval by
the seller. The object was delivered to and accepted by the buyer. After a reasonable period of time, the buyer
has not yet fixed the price but has appropriated the thing. The seller is now demanding for the payment of the
price, in this case, the seller is
a. Entitled to the payment of a reasonable price therefore.
b. Entitled to the payment of the price based on the fair market value at the time of delivery c. Entitled to
the payment of the price based on the fair market value at the time of perfection of the contract of sale
c. Not entitled to payment of the price because the price has not yet been fixed as agreed upon
39. The principle of “caveat emptor” or let the buyer beware will not apply in
a. Sheriff’s sale c. Auction sales
b. Sales of animals in pairs d. Sales of livestock as condemned
40. A is the listed owner of 10,000 with par value of P100/share common shares in ABC Corporation. ABC sued A
for the payment of A’s indebtedness of P1M. A contends that such debt must be compensated by his shares of
stocks with the plaintiff corporation. The contention of A is
a. Valid due to legal compensation
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41. A gave B P50,000 for the purchase of a TV set in behalf of the former, with the obligation of returning the amount
if the TV set was not bought within a week. A did not buy the item but did not return the amount. An estafa case
was filed by A against B. B pleaded A to drop the case. In return, B issued a promissory note in favor of A for
the amount involved. Is the promissory note valid?
a. No, the consideration of the note is the stiffling of the crime of estafa
b. No, the consideration of the note is unlawful
c. Yes, if the note is negotiable because of mutual consent
d. Yes, the note is in consideration of a pre-existing debt
42. A mortgaged his land to B to guarantee the debt of C. Despite repeated demands, C failed to pay B prompting the
latter to foreclose the mortgage. However, the proceeds was not sufficient to settle the obligation of C to B. Can
B go after A for the deficiency?
a. Yes, A is a guarantor
b. Yes, the mortgage is binding upon A
c. No, only the land was offered as security
d. No, the mortgage was not registered with the Registry of Deeds
43. A and B entered into a universal partnership of all present property. No stipulation was made regarding future
property. After the perfection of the contract, A inherited a parcel of land and B acquired a car as remuneration
for services rendered. The properties acquired after the perfection of the contract belong to
Land Car Land Car
a. A B c. Partnership B
b. A Partnership d. Partnership Partnership
45. In case the members of the board of directors of a corporation still constitute a quorum, and there
are vacancies, who will fill up such vacancies?
46. A, B and C organized ABC and Co, limited, a limited partnership with A as a general partner, B as a
limited partner, and C as an industrial partner, contributing P200,000, P200,000 and industry respectively.
The partnership failed and after disposing all its assets to pay partnership debts, there still remains a
note payable in the sum of P30,000. Against whom can the creditor demand payment?
ABCABC
a. P30,000 P0 P0 c. P10,000 P10,000 P10,000 b. P15,000 P0 P15,000 d. P15,000
P15,000 P0
47. The duty to make disclosure, where otherwise there would be a great and unfair inequality of
bargaining position by the use of inside position as regards relation of directors to stockholders
a. Trust fund theory c. Doctrine of corporate opportunity
b. Special circumstances rule d. Doctrine of limited capacity
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49. Which of the following statements is true?
a. Unless otherwise agreed upon by the parties, the sale of the mortgaged property extinguishes in full
the obligation of the mortgagor to the mortgagee
b. Pledge and mortgage are considered principal contracts
c. When the obligation is secured by a pledge or mortgage and it is not paid when due, the pledgee
or mortgagee may dispose the collateral even if there is no agreement to that effect between the parties
d. In both pledge and mortgage the creditor is entitled to deficiency judgment
50. A, B, C and D are partners contributing P20,000, P30,000, P50,000 and industry, respectively. The
partnership failed so the partners decided to dissolve the partnership. At the same time of liquidation, the unpaid
obligation amounted to P100,000 distributed as follows:
To partnership creditor, Y - Php 50,000
To partners A 30,000
B 20,000
If the remaining cash amounting to P10,000 was given to Y as partial payment. Which of the following
is correct?
a. Y can collect P10,000 from the separate property of D
b. As an industrial partner, D is not liable to Y
c. A, B and C are liable to Y in proportion to their capital contribution
d. A, B and C are liable to Y at P13,333 each
51. Using the above information, if Y succeeds in collecting the deficiency from the partners concerned, which of
the following is not correct?
a. Only C will be liable to the other partners
52. A, B, C and D are partners in Y & Co., a limited partnership contributing P10,000, P20,000, P30,000
and P40,000, respectively. A, C and D are the general partners while B is the limited partner. The
partnership failed and the partners decided to dissolve the partnership. At the time of liquidation, the unpaid
obligation amounted to P100,000 distributed as follows:
To partnership creditor Y - Php 50,000
To partners A 30,000
B 20,000
If the remaining cash amounting to P20,000 was given to Y as partial payment, which of the following
is correct?
a. Y can collect P7,500 each from the separate properties of the partners
b. Y can collect P30,000 from A, or C or D but not from B
c. B is not liable to Y because B is also a creditor of the partnership
d. Y can collect P10,000 each from A, C and D
53. Dividends on shares of stocks can only be declared out of unrestricted retained earnings of the
corporation. Answer 1 – True, dividends whether cash or stock can be validly declared only out of
unrestricted retained earnings.
Answer 2 – False, during the receivership, the assets and properties of the corporation are being gathered
for conversion into cash in preparation for distribution to creditors
a. Both answers are correct c. Only answer 1 is correct
b. Both answers are not correct d. Only answer 2 is correct
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55. When a real property is contributed to the partnership
a. A real contract is perfected
b. A written instrument is required
c. A public instrument complete with inventory is required
d. A partner can make important alteration if beneficial to the partnership
56. A, B, C and D are general partners contributing P20,000, P30,000, P50,000 and industry respectively. At
the time of liquidation, the partnership is indebted to Y for P50,000, to partner A for P30,000 and to partner
B for P20,000. If the assets of the partnership amount only to P20,000, which of the following is correct?
a. Y can collect P20,000 from the partnership and from partners A, B and C at P10,000 each b. After
exhausting the assets of the partnership amounting to P20,000, Y can collect from partners A, B, C and D at
P7,500 each
c. Y can collect P20,000 from the partnership and P30,000 from either partners A or B or C or
D d. If Y succeeds in collecting the P30,000 from the separate properties of the partners
concerned, partners A, B and C will be required to make additional contribution
57. Spouses A and B died leaving a mango orchard to their 2 sons, W and Y. Later, W and Y made an extra judicial
settlement giving the administration of the mango orchard to W and to divide the net harvest equally. Which of
the following is correct?
a. W and Y are partners and will report their respective share in the net harvest as part of taxable income
b. W and Y are not partners but will report their respective share in the net harvest as part of
taxable income
c. W and Y are partners and their respective share in the net harvest will be subject to final
tax d. W and Y are not partners, hence their respective share in the net harvest are not
taxable
58. If two or more partners have been entrusted with the management of the partnership without a stipulation
that one of them shall not act without the consent of all the others or without specification of their
respective duties. Which of the following is correct?
a. Each one may separately execute all acts of administration despite the opposition of his partners b. If
any of the managing partners should oppose the act of the others, the decision of majority of all
the partners shall prevail
c. In case any of the managing partners oppose the acts of the others, the matter shall be decided by
the managing partners owning the controlling interest
d. In case of opposition by the other managing partners, the decision of the majority of the
managing partners shall prevail
59. A, B, C and D are partners in AB and Company. A parcel of land in the name of AB and Company was
sold by A in the name of AB and Company but without express authority to Y, which of the following correct?
a. Title to the property passes to Y even if AB and Company is not engaged in buying and selling of land if Y
acted in good faith
b. AB and Company may recover the land if it is not engaged in selling of land
c. If Y donated the land to W, AB and Company can no longer recover such land
d. AB and Company may recover the land from Y because the sale made by A to Y is unenforceable
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62. Which of the following statements is not correct?
a. If the thing pledged is returned by the pledgee to the pledgor, the obligation is extinguished b. In
sale at public auction, the pledgor may bid and his bid is valid even if he is the only bidder c. Any
stipulation authorizing the pledgee to appropriate the thing pledged is void and without effect d.
Shares of stock can be the object of pledge or mortgage
64. The articles of incorporation of ABC Corporation provides for 7 directors. In the monthly meeting of the board
of directors held on April 8, 2015, directors B, C, D and E were present and the following resolutions were
approved:
A. A resolution for the purchase of a delivery truck from E Trading, a sole proprietorship owned by E. B, C,
D and E voted for the resolution
B. A resolution appointing T as the new corporate secretary where B, C, D and E voted for
the resolution.
Which is correct?
a. Both resolutions are valid and do not need stockholders approval
b. Both resolutions are valid but need stockholders approval
c. Resolution A needs stockholders approval. Resolution B is valid
d. Resolution A is not valid. Resolution B needs stockholders approval
65. If par value shares are now treasury shares, the following rules are applicable, except one. The exception
is
a. They shall have no voting rights as long as they remain in the treasury
b. They are not entitled to dividends
c. They may again be disposed of for a reasonable price even below par
d. They are not part of subscribed stock and not considered as outstanding shares
67. A, husband and B, wife are legally separated. By order of the court, which decreed the legal separation, A
is obliged to give a monthly support of P50,000 to B payable in advance within the first five days of the month. B
owes A P50,000 by way of loan. On the other hand, A has not yet given B support of P50,000 for the preceding
month and another P50,000 of the present month. All the debts are already due. Based on the foregoing, which
of the following statements is incorrect?
a. If B demands her support for the preceding month, A may set up compensation as regards the loan that B
owes him
b. If B demands her support for the current month, A may claim compensation as regards the loan that
B owes him
c. If A demands payment of the loan, B may set up compensation as regards her support for the
preceding month that A owes her
d. If A demands payment of the loan, B may set up compensation as regards her support for the
current month that A owes her
69. A was having his house repaired by B, who needed construction materials, so A orally told the seller C,
“Give B the materials, I shall be responsible. I shall pay in 30 days. C delivered the materials. As a result,
a. The contract is unenforceable because A made an oral agreement to answer for the debt of B b. The
contract is enforceable because A did not make a special promise to answer for the default of another person
c. The contract shall be enforceable if there is ratification by A
d. The contract shall be unenforceable if the value is at least P500.00
70. A and B are co-owners of a parcel of land from where they share the profits equally as co-heirs in
inheritance. Is there a partnership?
a. There is a prima facie presumption of partnership because of the equal sharing of profits b.
There is no partnership because co-ownership by itself does not establish a partnership despite
the sharing of profits
c. There is no partnership since in partnership, division of profits is not always necessary among
partners d. There is prima facie presumption of partnership they being co-owners and co-possessors