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without the consent of the others provided it is

1. When cash or property worth P3,000 or more is useful to the partnership.
contributed as capital, the Articles of Co- c. In case the act of one partner is opposed by
partnership shall be in a public instrument and another, the decision of the majority of the
registered with the Securities and Exchange partners will prevail.
Commission. If the said requirements are not d. In case of a tie in the voting, the tie shall be
complied with: (Phil CPA, 89-2) resolved b the vote of the partner owning the
a. It will be render the partnership void. controlling interest.
b. It will not affect the liability of the partnership
and the partners thereof to third parties. 7. Three (3) of the following are rights of a partner.
c. It will not give a legal personality to the Which one (1) is not? (Phil CPA, 90-1)
partnership. a. Right to associate another person to his share.
d. It will give the partnership a de facto b. Right to admit another partner.
existence. c. Right to inspect and copy partnership book.
d. Right to ask dissolution of the firm at the
2. Which of the following would not be considered an proper time.
advantage of forming a pship?
a. Skills and resources can be combined 8. Bears the loss of property contributed to the
b. A pship is easily formed partnership. (Phil CPA, 89-1)
c. A p’hip has unlimited liability a. Capitalist partner
d. A p’ship is relatively free from government b. Limited partner
regulations and restrictions. c. Partners contributing usufructuary rights.
d. None of the above.
3. Which of the following statements is not correct?
(Phil CPA, 93-2) 9. A, B, and C are general partners in ABC
a. A partnership contract is not covered by the Partnership. D is a debtor to the partnership in the
Statute of Fraud. amount of P15,000. A received from debtor D the
b. A limited partnership is one having at least one sum of P5,000 and issued a receipt identifying the
general partner and one limited partner and amount as his share. Then D become insolvent, B
the limited partner shall not be liable for the and C cannot collect the P10,000. (Phil CPA, 88-1-
obligations of the partnership. M; 92-1; 96-1-M)
c. A limited partner who takes active part in the a. A cannot be compelled to share the P5,000
management of the firm becomes liable as a with B and C.
general partner. b. B and C can charge the capital of A with their
d. The contract of partnership is void if it contains share of the P5,000.
a stipulation which excludes a partner from c. A can be compelled to share B and C with the
sharing in the profits of the firm. P5,000.
d. B and C should automatically sue D to collect
4. Joseph and Edward entered into a universal the P10,000.
partnership of all present property. At the time of
their agreement, Joseph had a four-door 10. A is the managing partner in A & B Company. X is
apartment which he inherited from his father 3 indebted to A for P20,000 and to the partnership
years earlier. Edward, on the other hand, had a for P60,000. When both debts mature, X pays A
fishpond which he acquired by dacion en pago from P20,000 and the latter issued a receipt for his
Robert. During the first year of the partnership, personal credit. The payment for P20,000 shall be
rentals collected on the four-door apartment applied: (Phil CPA, 95-1)
amounted to P480.000.00; while fish harvested a. ¼ in favor of A and ¾ in favor of partnership.
from the fishpond were sold for P300.000.00. b. To the whole debt owing to A.
During the same period, Edward received by way c. ½ in favor of A and ½ in favor of the
of donation a vacant lot from an uncle. The partnership.
partners had a stipulation that future property d. To the debt owing to the partnership.
shall belong to the partnership. Which of the
following does not belong to the common fund of 11. In the partnership of A, B and C, A was appointed
the partnership? in the Article of Co-partnership as managing
a. Fishpond. partner. As such manager and acting in good faith:
b. Rental of P480,000.00 (Phil CPA, 90-2)
c. Apartment. a. His power is revocable even without his
d. Vacant land. consent.
b. His power can be revocable at any time even
5. Which of the following stipulations is valid? without just cause provided that it is approved
a. A stipulation excluding a capitalist partner by the partners owning the controlling interest.
from profits. c. He may execute all acts of administration
b. A stipulation exempting a capitalist partner despite the opposition of B and C.
from losses. d. He can be removed for valid cause without the
c. A stipulation exempting an industrial partner vote of the partners owning the controlling
from losses. interest.
d. A stipulation excluding an industrial partner
from profits. 12. Three of the following will cause the automatic
dissolution of a general partnership. Which one will
6. Which of the following statements is false when no not?
one among the partners was appointed as a. When any event makes it unlawful for the
manager? business of the partnership to be carried on or
a. Each partner will be considered as for the members to carry it on in partnership.
agent of the partnership. b. Expulsion of any partner from the business
b. Any one may make an important alteration in bona fide in accordance with such a
the immovable property of the partnership

power conferred by the agreement between 18. A, B, C and D are partners. Their contributions are
the partners. as follows: A, P50.000; B, P30.000; C, P20.000; D,
c. A partner becomes in any way incapable of services. The partnership incurred obligations to
performing his part of the partnership contract. third persons which the firm was unable to pay.
d. The insolvency of a partner or of the After exhausting the assets of the partnership,
partnership. there still is unpaid balance of P10,000. Who are
liable for the payment of the unpaid balance of
13. X, Y and Z were partners. X is an industrial P10,000? How much each?
partner. During the first year of operation, the firm a. A, P5,000; B, P3.000; C, P2.000; D, nothing
realized a profit of P60.000. During the second b. A, P2.500; B, P2.500; C, P2.500; D, P2.500
year, the firm sustained a loss of P30.000. So, the c. A, P4,000; B, P3,000; C, P2.000; D, P 1,000
net profit for the two years of operation was only d. A, P4.000; B, P4.000; C, P2,000; D, nothing
P30.000. In the Article of Partnership, it was
agreed that X, the industrial partner would get 1/3 19. A partnership is automatically dissolved, except:
of the profit but would not share in the losses, How a. By the death of any partner
much will X, the industrial partner get? b. By the insolvency of any partner or of the
a. X will get only P20,000 which is 1/3 of the partnership
profit of the 1ST year of operation. c. By the civil interdiction of any partner
b. X will get only P 10,000 which is 1/3 of the d. By the insanity of any partner
net profit.
c. X will get only P20,000 in the first year and 20. Which of the following is a false statement?
none in the second year. a. If a limited partnership will be created,
d. X will share in the loss in the second year. registration is a condition precedent for the
creation of the limited partnership
14. All partners are liable solidarily with the b. If one of the partners in a general partnership
partnership for the purpose of making good the contributed a building to the partnership, there
loss: must be a public instrument and an inventory
a. Where one partner acting within the scope of as a requirement, otherwise the partnership is
his apparent authority receives money or void
property of a third person and misapplies it. c. If a limited partnership will be created,
b. Where the partnership in the course of its registration is a condition subsequent for the
business receives money or property of a third creation of the limited partnership.
person and the same is misappropriated by d. If a limited partnership is not registered, a
any partner while it is in the custody of the general partnership is created.
c. Where by any wrongful act or omission of any 21. Without the written consent or ratification of the
partner acting in the ordinary course of the specific act by all the limited partners, a general
business of the partnership or with the partner or all of the general partners have no
consent of his copartners loss or injury is authority to:
caused to any person who is not a partner in a. Do any act in contravention of the certificate.
the partnership. b. Do any act that would make it impossible to
d. All of the above carry on the ordinary business of the
15. Which of the following act requires the consent of c. Confess a judgment against the partnership.
all partners? d. All of the above.
A. Dispose the goodwill of the business
B. Confess a judgment 22. A partner whose liability for partnership debts is
C. Renounce a claim of the partnership limited to his capital contribution is called:
D. Submit a partnership claim to arbitration a. General partner
E. Enter into a compromise agreement concerning b. Limited partner
a partnership claim c. General-limited partner
a. Only A, B, C and D c. Only A, B and C d. Secret partner
b. Only A, B, C and E d. All of them
23. As regards a limited partner, which statement is
16. A, B and C were partners. While acting within the correct?
scope of the firm’s business, A committed torts a. He cannot be allowed to transact business
against X, a third person. Is the firm liable? directly with the partnership of which he is a
a. No because only A was only at fault member as this would result into conflict of
b. Yes. Moreover A, B and C as well as the firm interest;
itself, are liable in solidum b. He is automatically the agent of the
c. Yes. Moreover A, B and C as well as the firm partnership with general authority to bind the
itself, are liable pro rata. partnership to contracts with third persons;
d. No. X remedy is to go after only the property c. He can only contribute money and property but
of A who committed the torts. not services;
d. He has no liability to partnership creditors even
17. C, a partner in "C" partnership, assigns his interest if he takes part in the management of the
in "Y" partnership to X, who is not made a partner. partnership.
After assignment X asserts the right to
1. Participate in the management of "Y" 24. A substituted limited partner is:
partnership. a. a person admitted as a partner by the other
2. C's share in the surplus profit partners.
3. May compel the other partners that he (x) b. a buyer of right of the deceased partner.
becomes a partner. c. An assignee admitted to all the rights of a
X is correct as to which of these rights? limited partner.
a. 1 and 3 c. 2 only d. All of the above.
b. 3 only d. 2 and 3
25. In a limited partnership where there are 4

a. All the partners must be limited partners. 31. The rule is that the designation of the share of the
b. The number of limited partners must be equal partners in the profits and losses cannot be
to the number of general partner, that is, 2:2. entrusted to only one of the partners but to all.
c. The number of limited partners must be However, the rule allows the designation of the
greater than the number of general partners, share of the partners to be entrusted to a third
that is, 3:1. which can be questioned or impugned by the
d. It is enough that there is one limited partner; partners if such designation is manifestly
the rest may all be general partners. inequitable. Within what time should the action or
question be brought?
26. The certificate shall be cancelled when: a. Within one (1) month from the time he had
a. There is change in the name of the partnership knowledge.
b. Additional limited partner is admitted b. Within two (2) months from the time he had
c. All limited partner cease to be such. knowledge.
d. There is a false or erroneous statement in the c. Within three (3) months from the time he had
certificate. knowledge.
d. Within six (6) months from the time he had
27. A partner can engage in business for himself knowledge.
without the consent of his co-partners if he is: e. Within one (1) year from the time he had
a. a capitalist partner whether or not the business knowledge.
he will engage in is of the same kind as or
different from the partnership business. 32. Which of the following is not correct? In a limited
b. an industrial partner whether or not the partnership composed of A, B and C, the
business he will engage in is of the same kind contribution may be as follows: (Phil CPA, 97-2;
as or different from the partnership business. 98-1)
c. a capitalist partner and the business he will a. A - cash (limited partner); B - cash (general
engage in is of a kind different from the partner); C - services (general partner).
partnership business. b. A - property (limited partner); B - services
d. an industrial partner and the business he will (general partner); C - cash (general partner).
engage in is of a kind different from the c. A - services (limited partner); B - cash
partnership-business. (general partner):
d. A - cash (limited partner); B - property
28. Which of the following right cannot be exercise by (general partner); C - services (general
an assignee of interest: partner).
A. To get whatever profits the assignor partner
would have obtained 33. A limited partnership was orally agreed upon by A ,
B. To avail himself of the usual remedies in case B and C as general partners and D, E and F as
of fraud in the management. limited partners. Which of these is a correct
C. To demand information, accounting and statement?
inspection of the partnership books a. A valid limited partnership is nevertheless
D. The right to participate in the management formed.
a. All of the above c. B, C and D b. The oral agreement is void under the law and
b. Only C d. C and D no partnership whether limited or general will
29. A and B are equal partners in AB and Company. Y c. No valid limited partnership is created and
presented himself as a partner in AB and Company there will exist a general partnership where
to Z who relying on such representation, extended only A, B and C will be regarded as general
a P50,000 credit to AB and Company. Of the two partners.
(2) partners only B knew and consented to the d. No valid limited partnership is created but
representation of Y. Who should held liable to Z? there will exist a general partnership where all
(Phil CPA, 88-2) of A, B, C, D, E and F will be regarded as
a. Only Y, who presented himself as partner is general partners.
b. Since the credit was extended to AB and 34. Three (3) of the following are attributes of a
Company, a partnership liability was created, corporation. Which is the exception? (Phil CPA, 89-
so the two (2) partners and Y are liable. 1)
c. Partners A and B who benefited from the credit a. An artificial being
extended to the partnership AB and Company b. Has the right of succession
shall be liable to Z. c. Has power, attributes and properties expressly
d. B and Y are partner by estoppel and, thus, are authorized by law or incident to its existence.
liable to Z. d. Created by agreement of the corporation.

30. A as partner contributed P30,000; B as partner, 35. These do not form part of the outstanding capital
P15,000; and C, as industrial partner, his services stock: (Phil CPA, 92-2; 96-1)
in the partnership. After payment of all liabilities a. Bonus Shares c. Founder’s Shares
and expenses, only P18,000 remain as partnership b. Treasury Shares d. Redeemable Shares
assets. The dissolution of the P18,000 cash shall
be: (Phil CPA, 86-2-M; 88-1-M; 90-1; 90-2; 93-2- 36. The articles of incorporation differ from the by-laws
M; 96-2-M) in that the articles of incorporation are:
a. A, P12,000; B, P6,000; C, None a. the rules of action adopted by a corporation for
b. A, P6,000; B, P6,000; C, P6,000 its internal government.
c. A, P9,000; B, P9,000; C, None b. adopted before or after incorporation.
d. A, P8,000; B, P4,000; C, P6,000 c. a condition precedent in the acquisition by a
corporation of a juridical personality.
d. approved by the stockholders if
adopted after incorporation.

37. Choose the minimum requirement of the

Corporation Law to Corporate formation: (Phil CPA,

87-1;-M; 87-2-M; 88-1; 88-2-M; 89-1-M; 89-2-M;

90-1-M; 90-2-M; 92-1-M; 94-1-M) 45. Corporation is not entitled to this kind of damages?
Authorized Subscribed Paid in a. Actual damages c. Moral damages
a. P100,000 Capital
P20,000 Capital
P5,000 b. Exemplary damages d. Liquidated damages

b. P100,000 P20,000 P4,000 46. This corporation has for its basic purpose charity or
c. P100,000 P25,000 P5,000 charitable works?
d. P100,000 P25,000 P6,250 a. Religious or ecclesiastical corporations
b. Eleemosynary corporation
c. Public corporations
d. Close corporations
38. Corporations organized by private persons
performing public function and for profits to private 47. Which of the following instance wherein non-voting
person are: (Phil CPA, 89-2) shares is not allowed to vote:
a. Public Corporations a. Issuance of additional Capital Stock
b. Government Controlled Corporations b. Payment of Bonded indebtedness.
c. Quasi-Public Corporations c. Mortgaging substantially all of the corporate
d. Private Corporation property.
d. Investment of corporate fund in another
39. 1st Statement: A majority of the directors or corporation not for primary purpose of the
trustees of all corporations organized in the Phil. corporation.
must be citizens of the Phil.
2nd Statement: Any two (2) or more positions 48. Corporation X has a statement of capital stock in
may be held concurrently by the same person, its articles of incorporation but it was stated in the
except that no one shall act as president and same articles that dividends are not supposed to
secretary or as secretary and treasurer at the be declared, that is, there is no distribution of
same time. (Phil CPA, 97-2) retained earnings. Corporation X is:
a. Both statements are not true a. Stock corporation
b. Only 1st statement is true b. Corporation by estoppel
c. Only 2nd statement is true c. Non stock corporation
d. Both statements are true d. Corporation by prescription
40. In the amendment of the Articles of Incorporation 49. Based on the provisions of the Corporation Code of
of a stock corporation, the following is necessary: the Philippines, the following will qualify to
(Phil CPA, 86-2) corporate formation and registration with the
a. Amendment by the majority vote of the Board Securities and Exchange Commission.
of Directors plus a vote or written assent of the Authorized Subscribed Paid in Capital
stockholders representing at least 2/3 of the Capital Capital
outstanding capital stock.
b. Amendment by a vote of 2/3 of the a. P500,000 P100,000 P25,000
stockholders. b. P1,000,000 P250,000 P50,000
c. Amendment by a majority vote of the Board of
c. P78,000 P19,500 P4,875
d. None of the three. d. P200,000 P100,000 P50,000

41. Which of the following will not qualify as 50. Which of the following qualifications is necessary in
incorporator of a corporation? (Phil CPA, 86-2-M; order that one may be elected secretary of the
90-2-M; 91-2; 92-2-M) corporation?
a. A minor who is emancipated by voluntary a. He must be a citizen and a resident of the
concession or marriage. Philippines.
b. A married woman without the consent of her b. He must be a director of the corporation.
husband where the property involved in the act c. He must be a stockholder of the corporation.
of incorporation is paraphernal. d. He must not be a secretary of any other
c. A corporation. corporation.
d. Answer not given
51. All of the close corporation's issued shares shall be
42. An officer of a corporation may hold two or more held of record by not more than
positions in the corporation but not as: (Phil CPA, a. 10 persons c. 20 persons
90-1-M; 92-1; 92-2-M; 94-2-M; 97-2-M; ) b. 15 persons d. None of the above
a. Chairman of the Board and President.
b. President and Treasurer 52. Foreign corporation
c. Secretary and Treasurer a. Are organized under the laws of countries
d. Vice President and Secretary other than the Philippines.
b. Are not permitted to transact business in the
43. A Chinese national is not allowed to become: Philippines until after they have obtained a
a. Treasurer c. Director license for the purpose from SEC.
b. Secretary d. President c. If found to be engaged in business without
any license, they are not permitted to sue in
44. Which of the following qualifications is necessary in any court or administrative agency of the
order that one may be elected president of the Philippines but may be sued.
corporation? d. All of the above
a. He must be a citizen and a resident of the
Philippines. 53. The by-laws of a corporation may create an
b. He must not be a stockholder or director of a executive committee, composed of not less than 3
competitor corporation. members of the board of directors to be appointed
c. He must not be a president of any other by the board. The executive committee may act,
corporation. by majority vote of all its members on such
d. He must be a director of the corporation. specific matters within the competence of the

board, as may be delegated to it in the bylaws or b. De facto corporation.

on majority vote of the board, EXCEPT: c. Corporation by estoppel.
a. Approval of any action for which shareholders' d. Dejure corporation.
approval is also required.
b. Amendment or repeal of by laws or adoption of 61. In the following cases, the preemptive right of the
new by laws. stockholders can be denied - choose the exception.
c. Filling of vacancies in the Board, a. If it is denied in the articles of incorporation.
d. All of the above b. If the increase in authorized capital stock is to
enable the corporation to comply with a law
54. The following, except one are qualifications of requiring subscription by the public.
corporate directors: (Phil CPA, 89-1-M; 94-2; 86- c. by a vote of 2/3 of the outstanding shares
2) where the increase in authorized capital stock
a. Must continuously own at least one share is to be exchanged with a property needed for
during their term as directors. a corporate purpose.
b. Must own at least one share of stock. d. By a vote of a majority of the outstanding
c. Ownership of shares must be recorded in the shares where the increase in authorized capital
books of corporation. stock is to be used for the payment of
d. Majority are citizens of the Philippines. corporate debts still to be contracted

55. The following are some of the requisites of a de 62. Which of these purposes can be combined in just
facto corporation. Choose the exception: (Phil CPA, one corporation?
86-2; 87-2-M) a. Bank and trust purposes
a. Valid law under which it is incorporated. b. Educational and insurance purposes
b. Attempt to incorporate c. Railroad and bank purposes
c. Assumption of corporate power d. Insurance and railroad purposes
d. None of the above e. All of the above

56. In the amendment of the Articles of Incorporation 63. A, B, C, D, E, F, G, H and I are directors of
of a stock corporation, the following is necessary: Strong Cement Corporation whose articles of
(Phil CPA, 86-2; 96-2-M) incorporation provide for 9 directors. In the
a. Amendment by the majority vote of the Board meeting of March 2003, directors A, B, C, D and E
of Directors plus a vote or written assent of the were present to approve a contract for the
stockholders representing at least 2/3 of the purchase of cement bags from E who deals in the
outstanding capital stock. said product. The contract was deliberated
b. Amendment by a vote of 2/3 of the upon exhaustively by the said directors in the
stockholders. meeting including E. When the voting took place
c. Amendment by a majority vote of the Board of however, only A, B, C and D who found the
Directors. contract fair and reasonable under the
d. None of the three. circumstances, voted for its approval. The contract
between the corporation and E is:
57. Which of the following meeting may be held a. Valid and enforceable.
outside the Philippines? b. Voidable at the option of the corporation.
I. Board of Directors meetings c. Unenforceable against the corporation.
II. Members meetings of a non stock corporation d. Void because a corporation must not enter
III. Stockholders meeting of a corporation going into a contract with any of its directors
public since a director occupies a position of trust.
a. I only c. I and III
b. I and II d. I, II and III 64. This is an authority to vote in a corporation
stockholders meeting: (Phil CPA, 88-1; 88-2-M)
58. A corporation created in strict or substantial a. Proxy c. Certificate of stock
conformity with the statutory requirements for b. By-laws d. Shares of stock
incorporation and whose right to exist as a
corporation cannot be successfully attacked even
in a direct proceeding for that purpose by the State 65. The following are methods of dissolving a
is known as: (Phil CPA, 91-2) corporation: (Phil CPA, 86-2; 91-2-M)
a. De jure corporation a. Expiration of the term
b. De facto corporation b. Failure to organize and commence business
c. Corporation by estoppel within two (2) years from date of issuance of
d. Answer not given certificate of incorporation.
c. Shortening of the corporate term
59. Which of the following is not a requisite for the d. All of the above
existence of a de facto corporation? (Phil CPA, 87-
2) 66. A stock that is issued without consideration or
a. The existence of a valid statute under which a below par value or the issued price is known as:
corporation, with some of the purposes in a. watered stock. c. redeemable stock.
question can be formed. b. delinquent stock. d. preferred stock.
b. An attempt in good faith to form a corporation
according to the requirements of law. 67. A non-voting stock may vote in the following
c. A user of corporate powers. There must be a corporate acts, except in case of:
transaction of business in some ways as if it a. approval of the compensation of directors.
were a corporation. b. merger or consolidation.
d. The organization is not registered in the c. increase or decrease in capital stock.
Securities and Exchange Commission d. sale, lease, exchange, mortgage, pledge
or other disposition of all or substantially all of
60. In which of the following corporations will those corporate property.
composing the corporation be liable as general
a. Corporation by prescription.