Business Laws and Regulation

Business Laws and Regulation

This course covers the basic provisions and general concepts of the Philippine law on partnership and corporation. This furthermore provides an understanding of the legal personality, formation, operation and dissolution of business organizations.



All of the answers correct Which of the following is/are requisites of a close corporation?
Appraisal right It is the statutory right of a corporation's minority shareholders to have a fair stock price be determined by a judicial proceeding or independent valuator, and the obligation for the acquiring corporation to repurchase shares at that price.
B, D, A, C Arrange the following steps in order to exercise appraisal right
A. Payment of fair value: and
B. Submit a written demand on the corporation within thirty days after the date on which the vote was taken
C. Shareholder shall transfer his shares to the corporation.
D. Surrender of certificate of stock within 10 days for notation
Statement 1 is false: Statement 2 is true Statement 1. A non-stock corporation can be converted into a stock corporation
Statement 2. A stock corporation can be converted to non-stock corporation
Corporation If the value as determined by the appraiser is higher than what was offered by the corporation; and if the action is filed to recover the fair value of the shares and the stockholder's refusal to receive payment is justified, the cost of appraisal shall be borne by the
thirty days From the time of demand for payment of the fair value of a stockholder's shares until either the abandonment of the corporate action involved or the purchase of the said shares by the corporation, all rights accruing to such shares, including voting and dividend rights, shall be suspended in accordance with the provisions of the Corporation Code, except the right of such stockholder to receive payment of the fair value thereof: Provided, That if the dissenting stockholder is not paid the value of his shares within ___________ after the award, his voting and dividend rights shall immediately be restored.
Members cannot exercise appraisal rights Which of the following distinguishes a non-stock corporation from a stock corporation
No correct answer Which of the following is not one of the purposes of no-stock corporations
Preemptive right extends to treasury shares Which of the following statements describes a close corporation?
Statement 1 is true: Statement 2 is false Statement 1. A close corporation is a business organization which all shares are held by a few selected persons
Statement 2. Most of the stockholders of a close corporation are inactive in the corporate business
thirty days A dissenting stockholder must make and submit a written demand on the corporation within __________ after the date on which the vote was taken for payment of the fair values of his shares.
majority Upon approval by ______________ of each of the board of directors or trustees of the constituent corporations of the plan of merger or consolidation, the same shall be submitted for approval by the stockholders or members of each of such corporations at separate corporate meetings duly called for the purpose.
Statement 1 is true: Statement 2 is true Statement 1. In a close corporation, corporate powers may be exercised by stockholders
Statement 2. In a regular corporation, only to board of directors exercise corporate powers
B, F, A, D, E, C Arrange the following steps in merger or consolidation
A. Affirmative vote of stockholders representing at least two-thirds (2/3) of the outstanding capital stock/members of the constituent corporations
B. Approval by majority vote of each of the board of directors or trustees of the constituent corporations of the plan of merger or consolidation
C. The Securities and Exchange Commission shall set a hearing giving notice to all corporations concerned if it deems necessary. When the Securities and Exchange Commission is satisfied that the merger or consolidation is not inconsistent with the laws, it shall issue a certificate of merger or consolidation at which time the merger or consolidation shall become effective
D. Articles of merger will be executed by the constituent corporations, signed by the Presidents and Secretaries
E. Articles of merger will be filed in SEC in quadruplicate copy for approval
F. Notice of such meetings called for such purpose shall be given to all stockholders or members of the respective corporations, at least two weeks prior to the date of the meeting, either personally or by registered mail
B, D, A, C Arrange the following steps in order to exercise appraisal right
A. Payment of fair value: and
B. Submit a written demand on the corporation within thirty days after the date on which the vote was taken
C. Shareholder shall transfer his shares to the corporation.
D. Surrender of certificate of stock within 10 days for notation
Constituent Two or more corporations may combine into a new single corporation which shall be the ______________ corporation.
Statement 1 is false: Statement 2 is false Statement 1. A non-stock corporation is an organization that does not have a capital stock, any profit it may obtain shall be distributed equally to the members
Statement 2. A non-stock corporation is an organization that issues dividends
Statement 1 is false: Statement 2 is true Statement 1. The separate existence of the constituent corporations in a merger shall cease.
Statement 2. The new corporation in a consolidation shall possess all the rights, privileges, immunities and franchises of each of the constituent corporations and properties belonging to the constituent corporation which are deemed transferred without further act or deed.
Statement 1 is true: Statement 2 is false Statement 1. The rights of creditors or liens upon the property of any of such constituent corporations shall not be impaired.
Statement 2. The constituent corporations shall become a single corporation which shall be the surviving corporation in consolidation and the consolidated corporation in merger.
All of the answers correct Which of the following instances may a stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares?
Three If within 60 days after the corporate action was approved and the dissenting stockholders and the corporation cannot agree in the fair value of the shares, the fair value shall be determined by _______ disinterested person.
Statement 1 is true: Statement 2 is true Statement 1. In a close corporation, corporate powers may be exercised by stockholders
Statement 2. In a regular corporation, only to board of directors exercise corporate powers
ABC Inc. had combined with XYZ Inc., the resulting corporation was named as STU Inc. Which of the following situations describes a consolidation?
All of the answers correct The board of directors or trustees of each corporation, party to the merger or consolidation, shall approve a plan of merger or consolidation, which of the following must be set forth?
At least two thirds The affirmative vote of stockholders representing _____________________ of the outstanding capital stock of each corporation in the case of stock corporations shall be necessary for the approval of the plan for a merger.
Two weeks Notice of meetings called for the purpose of a merger shall be given to all stockholders or members of the respective corporations, at least two _______________ prior to the date of the meeting, either personally or by registered mail. Said notice shall state the purpose of the meeting and shall include a copy or a summary of the plan of merger.
ABC Inc. had combined with XYZ Inc., the XYZ Inc. was absorbed by ABC Inc. Which of the following situations describes a merger?
Statement 1 is true; Statement 2 is true Statement 1. The surviving or consolidated corporation shall be responsible and liable for all the liabilities and obligations of each of the constituent corporations as if the remaining corporations themselves had incurred the obligation.
Statement 2. Any claim against the constituent corporation may be prosecuted by and against the surviving or consolidated corporation.
Statement 1 is false: Statement 2 is true Statement 1. The separate existence of the constituent corporations in a merger shall cease.
Statement 2. The new corporation in a consolidation shall possess all the rights, privileges, immunities and franchises of each of the constituent corporations and properties belonging to the constituent corporation which are deemed transferred without further act or deed.
All of the answers correct Which of the following instances may a stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares?
All of the answers correct Which of the following is/are requisites of a close corporation?