1. What is a non-stock corporation?

2. For what purposes may a non-stock corp be created or formed?

3. Is membership in a non-stock corp transferrable?
4. If a non-stock corp obtained profits, is the corp required to share their profits to the members?
5. In a stock corp, the stockholders are allowed to vote as many as the stocks they own. In a non-
stock corp, are the members given the right to vote? how many votes are granted to them?
6. How many BOT are there?
7. What is appraisal right?
8. What are the instances where the stockholder may exercise the right of appraisal?
9. May an AOI be amended to remove the appraisal right?
10. When should the appraisal right be exercised?
11. If within 60 days, the stockholder and the corporation cannot agree on the FMV of the shares,
what will happen?
12. What will happen if the corporation failed to pay the dissenting stockholder?
13. Can a dissenting stockholder withdraw or revoke the exercise of appraisal right?
14. What are the exceptions to the above rule (number 13)?
15. What is merger?
16. What is consolidation?
17. What do you call the parties/corporations to a merger or consolidation?
18. Differentiate merger and consolidation.
19. What will happen to the liabilities, will it automatically be extinguished since there is already a
merger or consolidation?
20. What are the steps in merger or consolidation?
21. What if after the plan was approved by 2/3 of the stockholders, the BOD decides not to push
thru with the plan, can the stockholder still exercise the appraisal right?
22. When will the merger or consolidation becomes effective?
23. What are the effects of merger or consolidation?
24. Upon merger or consolidation, is there a winding up or liquidation of the assets of the merged
or consolidated corporations?
25. What is Corporation, as defined under the Corporation code?
26. What are the four attributes of a corporation?
27. What is the doctrine of separate personality?
28. What is the exception to the doctrine of separate personality?
29. To what circumstances will the doctrine of piercing the veil of corporate fiction apply?
30. Distinguish: Corporation vs Partnership vs Sole proprietorship
31. What are the classes of corporation?
32. What is the difference of Corporators from Incorporators?
33. How do we determine the nationality of a corporation?
34. What is this control test?
35. What is the doctrine of equality of shares?
36. What are the different classes or classification of shares?
37. Define and differentiate each.
38. Non-voting shares are deprived of voting rights, however, there are instances that they are still
entitled to vote, what are those?
39. What is article of incorporation?
40. What is bylaws?
41. What is the difference between participating preferred stocks and non-participating preferred
stocks?
42. When we are talking about distribution of dividends, what kind of corporation are we referring
to? stock, non-stock, domestic, foreign?
43. Based on the doctrine of equality of shares, each shares shall be equal in all respects to every
other share, correct? So itong si ABCDE establish Corp. X, they decided to issue different kinds of
shares, including common, preferred, voting and non-voting. Isn’t it a violation of the doctrine?
44. What is the requirement before a corporation can issue different kinds of shares?
45. What institutions are not allowed to issue no par value shares? Why?
46. Differentiate redeemable shares from treasury shares.
47. Who exercises the corporate powers of a corporation?
48. What is the difference between board of directors and board of trustees?
49. What is the difference between a stock corp and non-stock corp?
50. How many years is the term of a director? a trustee?
51. Who are independent directors?
52. Are independent directors required in all corporations?
53. Give examples of these corporations vested with public interests.
54. How many independent directors are required?
55. What is the maximum term for an independent director?
56. What are the specific powers of a corporation?
57. What is the voting requirement to extend or shorten the corporate term?
58. What is appraisal right?
59. What is the voting requirement for each specific powers?
60. In exercising the power to increase/decrease capital stock etc., what are the formalities required?
61. In a stockholders’ meeting, the increase/decrease of capital stock was approved by majority of
BOD and ratified by 2/3. So, after that, can the corporation already increase/decrease its capital
stock? Or is there other requirement?
62. Will the SEC accept application to increase the capital stock if the said increase in capital stock is
not yet subscribed or paid?
63. What is pre-emptive right?
64. Does all stockholders enjoy this pre-emptive right?
65. What are the 2 instances where this right does not apply?
66. X Corp issued notices to its stockholders informing them of the corporation’s issuance of new
shares of stocks. It reminded the stockholders to exercise their pre-emptive right within 1
month from receipt of the notice, otherwise it would be deemed waived. A, a stockholder of X
Corp failed to exercise his right within 1 month, he claimed that he did not waive his right
because a waiver must be in writing. Is he correct? Explain.
67. What is Nell Doctrine?
68. What are the 4 exceptions to Nell Doctrine?
69. What is the requirement in order for a corporation to acquire own shares?
70. What is unrestricted retained earnings?
71. Why is there a requirement of unrestricted retained earnings?
72. What is Trust Fund Doctrine?
73. What is the main requirement for a corporation/BOD to declare a dividend?
74. As a rule, stock corp. are prohibited from retaining surplus profits in excess of 100% of their
paid- in capital stock. What are the exceptions?
75. Can the Board of Directors be compelled to declare dividends?
76. Differentiate dividends from profit.
77. What are the 3 sources of corporate powers?
78. What is “Ultra Vires Acts”?
79. When is there Ultra Vires Acts: (i) on the part of the corporation, (ii) on the part of the board of
directors, and (iii) on the part of the corporate officers?
80. What is the DOCTRINE OF APPARENT AUTHORITY?
81. Does BOD/BOT receive a compensation?
82. How do you fill vacancies in the BOD/BOT If there is still a quorum, and if cause is other than
removal or by expiration of term?
83. How do you fill vacancies in the BOD/BOT If there is NO quorum, and if cause is other than
removal or by expiration of term?
84. How do you fill vacancies in the BOD/BOT if the cause is removal or expiration of Term?
85. What is emergency board?
86. What are the requirements in the creation of emergency board?
87. What are the exceptions to the rule that Officers/directors are not liable for the corporation’s
obligations?
88. What is the doctrine of Corporate Opportunity?
89. What is the requirement in order to conduct an election of the BOD or BOT?
90. What is a delinquent stock?
91. What is a subscription contract?
92. Who are corporate officers?
93. Who can remove a director or trustee?
94. What is Business Judgment Rule?
95. What are the records that a corporation need to keep?
96. What is a stock transfer book?
97. Where should the corporation keep its books and records?
98. Does stockholders have the right to inspect the corporate books and records?
99. Who are disqualified to request for the inspection of the corporate books?
100. Can the heirs of a deceased stockholder request for the inspection of the books?
101. What will happen if an officer or director or agent of the corporation refuses to allow a
requesting party?
102. What if such refusal is based on a board resolution?
103. What are the grounds to deny a request for inspection?
104. Is there any requirement of a minimum number of shares to allow inspection?
105. How do you amend the bylaws?
106. May a corporation release a subscriber from its obligation to pay the shares subscribed?
107. What are the allowed considerations for the issuance of stock?
108. What is a certificate of stock?
109. What is the requirement in order for a transfer of shares of stock to another may be
valid?
110. What is the operative act of the transfer of the shares form the original owner to the
transferee?
111. What will happen if the transfer is not recorded in the books?
112. In cases of death of a stockholder, of course there will be succession or inheritance by
the heirs, does inheritance automatically afford the heirs the rights as a stockholder?
113. When is the payment of the subscription balance payable?
114. If not paid within the said date, what will happen?
115. If your cert. of stock were lost, destroyed, or stolen, what will you do?
116. What are the procedures in issuing new cert. of stocks in lieu of those which have been
lost, destroyed, or stolen?
117. What is the purpose of the publication in a newspaper of general circulation?
118. What is the requirement for the adoption of the bylaws?
119. What are the grounds in order that a stockholder may compel a close corporation to
dissolve?
120. Who is a provisional director?
121. What will happen if there is deadlock in terms of votes for a corporate action?
122. What is the voting requirement for an amendment of the AOI which will delete or
remove a provision required for a close corporation?
123. Any action taken by the directors of a close corp. without a meeting properly called for
that purpose is deemed as VALID. But, what are the requirements for it to be valid?
124. What is a close corporation?
125. What if X Corp. has a capital stock of 100,000, all with voting rights, and 70k of it is
owned by Y Corp. and the other 30k is owed by A, B, C, D, and E. Can we consider X Corp. as a
close corporation?
126. What corporations can’t be created or incorporated as a close corporation?
127. So what will happen if a person who is not qualified to be a transferee of the stocks in a
close corporation, but it was sold to him?
128. What is the exception to the above rule (number 127)?
129. What is dissolution?
130. What are the methods of dissolution?
131. What is the voting requirement in voluntary dissolution when there are no creditors
affected?
132. What is the voting requirement in voluntary dissolution when there are creditors
affected?
133. In case of voluntary dissolution when there are no creditors affected, what should the
corporation submit to the SEC?
134. In case of voluntary dissolution, when should the dissolution take effect?
135. Upon expiration of corporate term, is there a need for the SEC to issue certificate of
dissolution? Explain.
136. What is involuntary dissolution?
137. What are the grounds for involuntary dissolution?
138. What is liquidation?
139. After the corporate existence has been terminated or the corporate term expired, such
corporation shall remain as a body corporate for 3 years, but only for what limited purpose?
140. During this 3-year period, can such corporation still engage in business?
141. What will happen to any remaining assets, if any, after payment of all corporate debts
and liabilities?
142. What is a foreign corporation?
143. What does “doing business” with respect to foreign corporation means? Explain.
144. What are the two tests to determine whether a foreign corporation can be considered
as doing business in the Philippines or not? Explain each.
145. What are the requirements if a foreign corporation wants to apply for a license to
transact business in the Philippines?
146. Who is a resident agent?
147. What law governs or applies to a foreign corporation doing business in the Philippines?
148. What should the foreign corp. doing business in the Philippines do if there are
amendments made to their AOI or bylaws?
149. What is the effect if a foreign corp. transacts business here in the Philippines without a
license?
150. What are the grounds for the revocation of license of a foreign corporation doing
business in the Philippines?
151. In what capacities may a stockholder sue a corporation if there is wrongful or fraudulent
corporate actions?
152. What is individual suit?
153. What is a derivative suit?
154. Who is the real party in interest in derivative suit?
155. What are the requisites for filing a derivative suit?
156. If there is a pending derivative suit in court, may such action continue if the corporation
is dissolved during its pendency?
157. What is contract of partnership?
158. What are the requisites of partnership contract?
159. Does a partnership have a separate personality? Explain.
160. Manny and Erica are siblings. They are co-owners of a house and lot, which they rented
out to earn money. The revenue/profit of such house and lot were divided between Manny and
Erica. Is there a contract of partnership?
161. As a rule, receipt by a person of a share of the profits of a business is prima facie
evidence that he is a partner in the business. What are the exceptions?
162. If a partnership has a capital of more than 3000 and the contract was not recorded in a
public instrument, does it mean that the partnership is void?
163. Is there a requirement that a partnership needs to be registered with the SEC? Explain.
164. Is there a requirement as to form to constitute a partnership? Explain.
165. What is the exception to the above rule that no form is required?
166. If a partnership is created for an unlawful purpose, what will happen to the profits?
167. What are the characteristics of a partnership contract? Explain each.
168. What is Universal partnership?
169. What is Universal partnership of all present properties?
170. What is Universal partnership of profits?
171. A and B are partners. A rendered work for C, he made a painting for C, and as a
payment, C gave him a car. Will that car become a property of the partnership of A and B, or
exclusively for A only?
172. A and B are partners. B is a gambler, he is always in the casino every night, one night he
won the jackpot of 100M. A discovered it and demanded B to put such 100M to the partnership
because their partnership is Universal partnership of profits. Is A correct?
173. If the Articles of universal partnership was entered into without specification of its
nature, or not clear whether it is “all present properties”, or “profits” only, what is the
presumption?
174. May persons who are prohibited from giving donation to each other enter into universal
partnership?
175. What is a particular partnership?
176. What is Partnership with a fixed term?
177. What will happen if a fixed term partnership is continued after the termination without
any express agreement?
178. What is Partnership at will?
179. May a partner, at his sole discretion, dictate the dissolution of the partnership?
180. What is General Partnership?
181. What is limited partnership?
182. Who is a general partner?
183. Who is a limited partner?
184. Who is an industrial partner?
185. Who is a capitalist partner?
186. A and B is planning to enter into a partnership agreement, A said he will contribute his
land and car to the partnership, B on the other hand, said he will contribute 50k, and his shares
in X Corp. Can B do that?
187. Eric is an industrial partner in Adonis Massage Therapy. His partner is Mark, the
capitalist partner. Eric joined his other friend who started a restaurant business, he is the store
manager. Mark discovered it and asked Eric to immediately stop or resigned from that
restaurant since he is already an industrial partner and is no longer allowed to engage in any
other business. Is Mark correct?
188. Same facts in number 211 above, but this time, it is Mark who joined his other friend’s
business massage and therapy business. Can Eric prevent Mark from doing such?
189. What is the consequence if an industrial partner engaged in another business?
190. What is the consequence if it is the capitalist partner who is in violation – engage in
similar nature of business?
191. May a capitalist partner be compelled to make additional contribution in case of
imminent loss of the business?
192. Who is a managing partner?
193. Who is a liquidating partner?
194. Who is a dormant/silent/secret partner?
195. Who is a partner by estoppel?
196. Can a corporation become a partner?
197. Distinguish partnership and join venture.
198. What are the property rights of a partner?
199. Among the partners, who has the right to execute all acts of administration and
management of the partnership?
200. If a partner has been appointed as managing partner in the articles of partnership, can
the other partners revoke such appointment in their discretion without just or lawful cause?
201. If there is lawful cause, what is the voting requirement for the revocation?
202. A, B and C were all appointed as managing partners of ABC and Co. Ltd. and under the
articles of partnership, it was stipulated that none of the managing partners shall act without
the
 consent of the others. The partnership has a debt in the amount of 10M, and it is due on
November 25. A and B cannot make a decision because C is on another country having a
vacation. They cant decide whether to pay the debt in its entirety, and their finances will be
prejudiced, or only a partial payment but with huge amount of interest and penalties. A and B
eventually decided to just pay partially with interest so that they will not be bankrupt. When C
arrived, he contested it and said the concurrence of all the managing partners shall be
necessary. Is C correct?
203. Can a partner assign or transfer to another person his interest to a specific partnership
property?
204. A is a partner in XYZ Inc. A is indebted to B in the amount of 2M. B now wants to collect
the debt but A has no money or property to pay. B said that since A is a partner in XYZ Inc., he
will go after the properties of XYZ inc. because as a partner, A is a co-owner of the partnership
properties. Is B correct?
205. Can a partner assign or transfer to another person his whole interest in the partnership?
206. Will the assignment or conveyance of partner’s interest in the partnership result to its
dissolution?
207. Will the assignee automatically become a partner?
208. A, B, C, D and E are partners. E has the highest contribution among them, thus, they
agreed that in case of losses, E shall have no share from the losses. Is that allowed?
209. If only the share in profits has been agreed upon, what will be the share of each partner
in the losses incurred by the partnership?
210. What is the rule on the profits that will be received by an industrial partner?
211. What is the rule regarding the right of a partner to demand formal accounting?
212. What are the exceptions to the above rule (number 235)?
213. When does partnership existence begin?
214. What is the remedy of the other partners against a partner who failed to contribute
what was promised?
215. If what was promised as contribution is money, when is it due?
216. Is demand necessary in order that a partner may be considered in default of his
obligation to contribute the money he promised?
217. What will happen if a determinate or specific thing that was promised by a partner is
lost before its delivery to the partnership?
218. A promised that he will contribute an L300 van to the partnership to be used for
delivery of goods once the partnership existence begin. The partners agreed that partnership
shall commence on December 1, 2023. While driving the said van on November 26, 2023, A
figured in an accident which destroyed the van completely. A told the other partners that he will
no longer be able to contribute what he had promised because the van was destroyed in the
accident, and according to him, the partnership is already dissolved since the property promised
was lost or perished before it was delivered. Is A correct?
219. Is there a requirement that a partnership should have a firm name?
220. Is it required to include the name of one or more partners in the firm name?
221. Is the use of a deceased partner’s name allowed? Explain.
222. In case of quasi delict committed by a partner, is the partnership liable?
223. What is the nature of liability of the partners and the partnership in case of quasi-delict
committed by a partner?
224. Is partnership liable for losses suffered by a third person whose money or property is
misappropriated by a partner? Explain.
225. When a person is admitted as a partner into an existing partnership, what is the extent
of his liability as to all obligations existing at the time of his admission?
226. Who are incorporators?
227. What is the minimum number of incorporators? maximum?
228. Give the rule on Corporate Term.
229. How do you amend, either extending or shortening the corporate term?
230. If a corporation’s fixed term expired, because they failed to extend its term. And
suddenly, they decided that they want to continue to operate, what should they do?
231. What is the additional requirement for banking institutions, pre-need, insurance and
trust companies for their application for revival to be approved?
232. What is capital stock?
233. What is the minimum capital stock?
234. What is Articles of Incorporation?
235. What are the contents of this AOI?
236. Define by-laws.
237. Distinguish AOI and by-laws.
238. What is the voting requirement to amend the AOI?
239. When will the amendment take effect?
240. What is the rule on corporate name?
241. Why is corporate name important?
242. Will changing the name of a corporation affect its identity or existence, or as to any of
its liabilities?
243. What is the process for registration of a corporation?
244. When does the corporate existence of a corporation commence?
245. What will happen if a corporation, after being incorporated, does not operate for 5 years?
246. How about if it already commenced business and operation, but suddenly ceases to
operate for a continuous period of 5 years?
247. Within what period may a delinquent corporation resume its operation in order to lift
their delinquent status?
248. So, if they resume operation within that 2 year-period, what will happen?
249. What will happen if they failed to comply with the requirements and resume operation
within 2 years?