Partnership and Corporation Law

FINALS

Choose the best answer. Write the Letter of your choice. Smile while you answer. President
Rudy A. Carlos of the Philippines Missionary Training Center shared a
powerful example: Elder Bednar stopped at the Missionary Training Center for
an unplanned visit and spoke with a group of missionaries. He taught about
the process that takes place and the revelation received by the members of
the Quorum of the Twelve Apostles as each missionary is extended a call to
serve as a full-time missionary. Elder Bednar emphasized that they are first
and foremost called to the workto labor as a full time missionary. And then
they are assigned to a place or a mission.

A sister missionary, worried about a recent change in her mission call, was in
the group. In his loving, kind, assuring, and apostolic manner, [Elder Bednar]
assured her of the inspiration for her call, recalled President Carlos. It was a
very spiritual moment to observe an Apostle of the Lord ministering to that one
person who was in need. This was a great example of Elder Bednars focus on
one-by-one, ministry.

1. It is an artificial being created by operation of law, having the right of

succession, and the powers, attributes and properties expressly
authorized by law or incidental to its existence.
a. Corporation
b. Partnership
c. Sole proprietorship
d. Business enterprise
2. This theory explains that the corporation is a creature without any
existence until it has received the imprimatur of the state acting
according to law.
a. Theory of concession
b. Genossenchaft theory
c. Theory of business enterprise
 d. None of the above
3. The reality of the group as a social and legal entity, independent of
state recognition and concession.
a. Genossenchaft theory
b. Theory of concession
c. Business enterprise
d. All of the above
4. A Corporation is not merely an artificial being but more as an
aggregate of persons doing business or an underlying economic unit
called business enterprise.
a. Business enterprise
b. Theory of Genossenchaft
c. Theory of Concession
d. State theory
5. What do we mean by the doctrine of separate juridical personality
a. A corporation has a personality separate and distinct from that of its
stockholders or members and the officers that represent it.
b. It upholds the artificial being of the corporation
c. It is just a mere fiction.
d. I do not know.
6. What is the piercing the veil of the corporate fiction?
a. The separate personality of a corporation may be disregarded by
the courts if such corporate fiction is use to defeat public
convenience,
b. The separate personality of a corporation may be disregarded by
the courts if such corporate fiction is use to justify wrong, protect
from fraud, and defend crime
c. The separate personality of a corporation may be disregarded by
the courts if such corporate fiction is used as a mere alter ego.
d. All of the above.
7. Their value is fixed in the articles of incorporation, which nominal value
remains the same regardless of the profitability of the corporation.
a. Par value shares
b. Non par value shares
c. Common shares
d. Preferred shares
8. It is a basic class of stock ordinarily and usually issued without
extraordinary rights or privileges and entitles the shareholder to pro
rate division of profits.
a. Common shares
b. Preferred shares
c. Redeemable shares
d. Founders shares
9. What is a close corporation?
 a. Its Articles of Incorporation must expressly state that number of
stockholders not to exceed 20.
b. The stocks cannot be listed in the stock exchange nor should they
be publicly offered.
c. A and B
d. None of the above.
10. A kind of corporation which is organized for eleemosynary
purpose and where no part of its income is distributable to its
members, trustees, or officers subject to the provisions on dissolution.
a. Non-stock corporation
b. Religious society
c. Special corporation
d. Foreign corporation

II. Define

1. Foreign corporation
2. Voluntary dissolution
3. Merger
4. Consolidation
5. Outstanding capital stock

III. Problem solving

Donald, Allen, Israel, Jonathan, and Sanilyn are members of Palawan Music
Artists Guild. The group has been in existence for two years; however they
are not yet registered before the Securities and Exchange Commission. The
group has the purpose of enhancing the creative musical talents and skills of
Palawenyo youth through giving them avenue for their music. Sanilyn wants
it to be registered hence, she drafted the articles of incorporation of the
group as well as the by laws. She put therein that the members shall have
one share of stock with par value. Israel commented that it is not possible as
the group has eleemosynary purpose; hence it is a non-stock corporation.

1. What kind of corporation is PMAG?

2. Is Sanilyn correct?
3. Is Israel correct?
4. What are the parts of an Article of Incorporation?

Bonus
What do you think of your teacher?

Thank you for this opportunity. God bless.