Here are samples of MCQ's in Business Org II (Corporation Code of the Philippine)
1. The SEC, after notice and hearing, may dissolve a corporation upon filing of a verified petition for the dissolution, on grounds provided by law. Which of the following statement is not correct?
a. In case of deadlock in the management of the affairs and business of a close corporation, the SEC, upon written petition by any stockholder, shall have the power to make such order as it deems appropriate, including an order dissolving the corporation.
b. Any stockholder of a corporation may, by written petition to the SEC, compel the dissolution of the corporation whenever any acts of its directors, officers or those in control of the corporation is illegal, fraudulent or dishonest.
c. The SEC can automatically issue a certificate of dissolution in case a corporation filed for its dissolution and there are creditors affected provided that majority of the board of directors or trustee consented to such action.
d. The SEC, after notice and hearing, may dissolve a corporation in case there are violations of the provisions of the Corporation Code not specially penalized therein.
2. Which of the following will cause the automatic dissolution of a corporation?
a. Commission by the corporation of an ultra vires act
b. Continuous inoperation for a period of at least 5 years
c. Refusal to comply with or defiance of any lawful order of the SEC restraining commission of acts which would amount to grave violation of its franchise
d. None of the above
3. SUJU Corporation, through its Board of Directors and with the unanimous approval of the stockholders declared to grant stock dividends to its stockholders for the year 2008 amounting to 79 Billion Pesos. After examining the books and other records of the corporation, Sungmin Lee, Vice President for Finance, discovered that the authorized capital stock of the Corporation is almost depleted, that is – almost all were already issued and the remaining cannot accommodate the needed stocks for stock dividend distribution. The Corporation though was liquid in cash and has retained earnings amounting to 365 Billion Pesos. How should the Board of Directors of SUJU Corporation best act on it?
a. Issue a Board Resolution deferring the distribution of dividends for the said year.
b. Increase the authorized capital stock and amend the Articles of Incorporation of SUJU Corporation to cater to the needed stocks for stock dividend distribution.
c. Divide the remaining unissued stocks pro rata to the stockholders as stock dividends.
d. Recall its previous Resolution declaring stock dividends and in its stead, issue another Resolution declaring cash dividends for year 2008.
4. FYI Corporation has increased its capital stock and new shares of stock are issued. The stockholders of FYI Corp wish to exercise their pre-emptive right regarding the shares to be issued. Which of the following shares does a pre-emptive right of stockholders extends?
a. to shares to be issued in compliance with laws requiring stock offerings or minimum stock ownership by the public
b. to shares to be issued in good faith with the approval of stockholders representing 2/3 of the outstanding capital stock in exchange for property needed for corporate purposes
c. to shares to be issued in good faith with the approval of the stockholders representing 2/3 of the outstanding capital stock in payment of previously contracted debt
d. treasury shares reacquired using the funds from the surplus profits of the corporation which could have been declared as dividends
5. The following instances are considered as “indicators” that a foreign corporation is “transacting business” in the Philippines, even without securing a license, except
a. Soliciting orders, purchases and service contracts
b. Subscribing shares of stock from a domestic corporation
c. Engaging into continuous business acts or transactions
d. Participating in the management, supervision or control of any domestic business firm, entity or corporation in the Philippines
Answer: letter B
6. Which among the following is not a necessary result or consequence when a foreign corporation secures a license and/or registers?
A) the foreign corporation can do regular business in the Philippines
B) the foreign corporation can avail the aid of the Philippine courts and sue
C) the foreign corporation may be sued in any regular court for any valid cause of action recognized under Philippine laws.
D) the foreign corporation can intervene nany action, suit or proceeding in any court or administrative agency