TRUE

 Corporations with certificates of incorporation issued prior to the effectivity of the Revised
Corporation Code and which continue to exist shall have perpetual existence
 A tax exemption granted to the corporation cannot be extended to include the dividends paid by
such corporation to its stockholders.
 A corporation cannot come into existence by mere agreement of the parties.
 A corporation may acquire and possess property of all kinds as well as incur obligations in its
own name
 A corporation shall have perpetual existence unless its articles of incorporation provide
otherwise.
 A corporation remains unchanged and unaffected in its identity by changes in its individual
membership.
 A corporation may exercise only such powers as are granted by law of its creation. An express
grant, however, is not necessary.
 The stockholders or members compose the corporation, but they are not the corporation.
 As a rule, a corporation is not liable for the debts of its stockholders, and the latter are not
individually liable for the corporation’s debts.
 The sale of all or substantially all of a corporation’s asset occurs if the corporation would be
rendered incapable of continuing the business or accomplishing the purpose for which it was
incorporated and not when it is in the regular course of trade or business.
 A corporation with a single stockholder is considered a One Person Corporation.
 If a quorum is present, nominees for directors or trustees receiving the majority of votes shall be
declare elected.
 If a corporation has commenced its business but subsequently becomes inoperative for a period
of at least five (5) consecutive years, the Commission may, after due notice and hearing, place
the corporation under delinquent status. A delinquent shall have a period of two years to
resume operations.
 The non-holding of elections of directors or trustees shall be reported to the SEC within thirty
days from the date of the scheduled election. The report shall specify a new date for the
election, which shall be later than sixty (60 days) from the scheduled date.
 The number of directors shall not be more than fifteen.
 Actual use or exercise in good faith of corporate powers conferred upon it by law is required to
be considered a de facto corporation.
 In general, stock corporations shall not be required to have minimum capital stock.
 A stockholder is allowed to concentrate his votes and give one candidate as many votes as the
number of directors to be elected multiplied by the number of shares shall equal
 No application for revival of certificate of incorporation of banks, etc. shall be approved unless
accompanied by a favorable recommendation of the appropriate government agency.
 The articles of incorporation or any amendment thereto may be rejected or disapproved if it is
not substantially in accordance with the form prescribed in the law.
 The Commission shall not accept for filing any certificate of increase of capital stock unless
accompanied by a sworn statement of the treasurer of the corporation lawfully holding office at
the time of the filing of the certificate, showing that at least twenty- five percent (25%) of the
increase in capital stock has been subscribed and that at least twenty-five percent (25%) of the
amount subscribed has been paid.
 To extend or shorten corporate term requires majority vote of the board of directors or trustees
and assent of stockholders representing two-thirds of the outstanding capital stock or two-
thirds of members
 Removal of directors or trustees. As a rule, removal may be with or without cause unless the
director or trustee was elected by the minority stockholders or members.
 The board of directors may create special committees of temporary or permanent nature and
determine the members' term, composition, compensation, powers, and responsibilities.
 If a director, by virtue of such office, acquires a business opportunity which should belong to the
corporation, thereby obtaining profits to the prejudice of such corporation, such director must
account for and refund to the latter all such profits, unless the act has been ratified by a vote of
the stockholders owning or representing at least two-thirds of the outstanding capital stock.
 The share of stock held by the director must be registered in his name in the Stock and Transfer
Book and such director must continuously own at least 1 share of stock during his term
 The share of stock held by the director must be registered in his name in the Stock and Transfer
Book and such director must continuously own at least 1 share of stock during his term
 As a rule, dealings of directors, trustees or officers with the corporation are voidable on the part
of the corporation
 An arbitration agreement may be provided in the articles of incorporation
 The same person may hold two or more positions concurrently, except that no one shall act as
president and secretary or as president and treasurer at the same time.
 In general, corporations are prohibited from retaining profits in excess of 100% of paid-up
capital.
 Stockholders or members may also vote through remote communication or in absentia when
authorized by the by-laws.
 The board of directors or trustees must act together as a body in order to bind the corporation
by their acts at a meeting at which there is a quorum.
 To enter into a management contract requires majority vote of directors or trustees and
stockholders representing majority of the outstanding capital stock or majority of the members
of the managing and managed corporation.
 Questions of policy and management are left solely to the sound decision of the board of
directors. As long as it acts is good faith, in accordance with its by-laws and Articles of
Incorporation, the courts will not interfere
FALSE

 Each incorporator of a stock corporation must own or be a subscriber to at least two shares of
the capital stock
 Only natural persons can be incorporators under the Revised Corporation Code.
 Natural persons who are licensed to practice a profession, and partnerships or associations
organized for the purpose of practicing a profession, shall be allowed to organize a corporation
 As a rule, a corporation has personality to bring an action for and in behalf of its stockholders or
members for the purpose of recovering property which belongs to said stockholders or
members in their personal capacities.
 Qualifications of directors or trustees. In general, Philippine Citizenship is not a requirement.
 A corporation whose term has expired may apply for a revival of its corporate existence subject
to all of its duties, debts and liabilities existing prior to its revival but not to all the rights and
privileges under its certificate of incorporation.
 Directors hold office for 1 year until their successors are elected and qualified. Trustees shall be
elected for a term not exceeding two years from among the members.
 Liability of directors, trustees or officers for damages is solidary.
 No corporate name shall be allowed by the Commission if it is not distinguishable from that
already reserved or registered for the use of another corporation, or if such name is not already
protected by law, rules and regulations.
 As a rule, contracts between corporations with interlocking directors are valid.
 A corporate term for a specific period may be extended or shortened by amending the articles
of incorporation. No extension may be made earlier than two years prior to the original or
subsequent expiry date(s).
 Corporate franchise or certificate of incorporation may be revoked if a corporation does not
commence business operations within two years from the date of its incorporation.
 To increase or decrease capital stock; incur, create or increase bonded indebtedness requires
majority vote of the board of directors or trustees and assent of stockholders representing two-
thirds of the outstanding capital stock or two-thirds of members.
 No application for revival of certificate of incorporation of banks, etc. shall be approved unless
accompanied by a favorable recommendation of the appropriate government agency.
 Removal of directors or trustees. As a rule, removal may be with or without cause unless the
director or trustee was elected by the minority stockholders or members.
 Amendment of the articles of incorporation may be made by two-thirds vote of the board of
directors and vote or written assent of stockholders representing at least a majority of the
outstanding capital stock or majority of the members if it be a non-stock corporation.
 At the meeting called for the election of Directors or Trustees, there must be present in person
or by written proxy, the owners representing two-thirds of the outstanding capital stock or two-
thirds of members in non-stock corporations.
 A person shall be disqualified from being a director, trustee or officer if within five years prior to
the election or appointment, such person was convicted by final judgment of an offense
punishable by imprisonment for a period exceeding five years.
 Election is by ballot unless there is a request by any voting stockholder or member that it be by
Viva voce.