Sofia Mae N.

Alberca Unit I BLAWREG 176

1. An existing partnership contract is a partnership where all partners mutually agreed to the
admission of all existing partners. No one is a partner without the consent of each of the
partners. It is also under the principle of the doctrine of delectus personae that nobody from
the partners may admit an individual as a partner without the knowledge and approval of
the others. This means that every partners have a right to choose whom they want to be
associated with in the partnership. Article 1804 states that a partner who lets a person buy
his interest or share is not a partner if not consented by all partners, he is merely a sub-
partner only associated with the selling partner and not by the partnership.
2.

A. The money contributed by partners which is of total of P3, 000 shall be made in a public
instrument and must be registered with SEC as provided by Article 1772. Though D
and G made the contract orally, it does not affect their liability as to third persons, in
the above case, to W. The latter may demand payment from any of the partners.

B. R as a newly admitted partner with contribution exceeding P3000 must be made in

public instrument and be registered with SEC, but failure to do so will not affect his
liability to W (Article 1772) as R is now a partner of the Partnership and, therefore,
shares in the assets as well as in the liabilities of the business. Suppose that the
partnership failed to pay the balance of rental, W, may demand payment from any of
the three partners namely D, G and R. Though R wasn’t a partner yet at the time the
partnership incurred liabilities, he, as a new partner acquires share in the liabilities, thus,
liable pro-rata to the balance. His contribution may be subject to payment of the balance.

C. Contribution of Immovable properties regardless of the amount made in private

document is void as mentioned in article 1771. Therefore, the contribution of R of 100
square meters of lot is void. The partnership does not acquire juridical personality as
the contribution wasn’t made in public instrument. R retains the title of lot, D and G
don’t have any say in disposal of the said lot as it is not owned by the partnership but
solely by R. W cannot run after the said property in case of nonpayment of liabilities,
but he may run after the other assets of the company, and to the partners if its insolvent.

3.

A. XYZ Partnership will own the assets contributed and not by the individual partners. In a
Universal partnership of all present properties, all of the present properties owned by the
partners at the time of the establishment of the partnership becomes the common
properties of the partners. Thus, the individuals’ assets will become the common
properties of the partners.
B. In a universal partnership of all present properties, under Article 1779, not only the present
properties will be acquired under the name of the partnership but the profits and fruits as
well that may be acquired from the said present properties during the time of the existence
of the partnership. The purpose of the contribution of the present properties is to divide
the profits/fruits that may be derived during the operation of the partnership.

C. Y will retain the ownership of the building because the law prohibits the contribution of
future properties by inheritance, legacy and donation. However, the fruits thereof belongs
to the partnership, if stipulated. Therefore, the properties belonging to the partnership are
as follows: specific land, specific building, specific car, and profits or fruits that may be
derived from the three aforementioned properties, but the partnership will not acquire the
100 square meters of lot because it is a property by inheritance which is protected by law.
The fruits or profits from the lot will belong to the partnership, if stipulated in the contract.
Sofia Mae N. Alberca Unit II BLAWREG 176
Problem 1.
Ted (100, 000 x 40%) = 40, 000
Ronald (100, 000 x 30%) = 30, 000
Geno (100, 000 x 30%) = 30, 000

Problem 2.
According to the partners’ capital contribution
Ted (100,000 x 3/9) = 33, 333.33
Ronald (100, 000 x 3/9) = 33,333.33
Geno (100, 000 x 3/9) = 33,333.33

Problem 3.
The industrial partner will receive just and equitable share in the partnership profits under
circumstances. The remaining profits will be divided among the capitalist partners according to
their profit distribution agreement.

Problem 4.
The partnership having no agreement as to sharing of losses, will use the agreement as to
profits as basis in sharing the partnership losses. Ted, therefore, will share 40% and 30% both to
Ronald and Geno, however, the industrial partner shall not be liable for the losses as the law
prohibits the industrial partners from sharing of losses.
Supposed the 100, 000 is a loss resulting from operations of the partnership, the following
members shall bear losses of:
Ted (100, 000 x 40%) = 40, 000
Ronald (100, 000 x 30%) = 30, 000
Geno (100, 000 x 30%) = 30, 000
The new partner, as an industrial partner shall not bear a share in the losses as provided by
law.
Sofia Mae N. Alberca Unit III BLAWREG 176

1. C

2. A

3. A

4. B

5. B

6. B

7. C

8. C

9. C

10. B

11. D

12. C

13. C

14. C

15. C
Sofia Mae N. Alberca Unit IV BLAWREG 176

1. A. Yes

B. No

C. No

D. Yes

E. No

2. A. Yes

B. No

C. No

D. Yes

E. No
Sofia Mae N. Alberca Unit V BLAWREG 176

1. Shares of Stock- is a portion of the capital stock representing the ownership of shareholders
in the corporation.
2. Redeemable Shares- are shares acquired by shareholders with a given term period and upon
arrival of which is its retirement, subject to shareholder’s right of transfer or sell depending
on the agreement.
3. Certificate of Stock- issued only upon full payment of shareholder’s subscription. This is
a written evidence of shareholder’s ownership in the corporation as well as his right,
interest and his right to participation in the management.
4. Authorized Capital Stock- is the maximum number of shares times par value legally
allowed by law to corporations and is provided in Articles of Incorporation subject to
amendments whether for increase or decrease in the Authorized Capital Stock.
5. Common Stock- is a kind of share where the holders of which is given the voting right and
participation in the management of the corporation but holders of which have no preference
over the other holders in terms of dividends distribution.
6. Treasury Shares- shares already issued and fully paid for by the shareholders but later
reacquired by the corporation. Treasury shares are not outstanding shares so it only receives
dividends upon its reissuance.
7. Preferred Shares- is a kind of share where the holders of such shares are given preferred
right to receive dividends before common stockholders but the former doesn’t have the
privilege to voting rights unless stipulated under Articles of Incorporation.
8. Founder’s Shares- these are shares issued for organizers and promoters of corporation who
can enjoy the rights to vote and be voted to be member of BOD, but the power is only
limited to 5 years to be stated in Articles of Incorporation and must be approved by SEC.
9. Watered Stocks- are shares issued without consideration or with no adequate consideration,
or shares issued less than the PAR value except treasury shares. Officers, directors and
third parties who approved to the issuance of such shares shall be jointly and solidarily
liable.
10. Fractional Share- are shares that are not equal to one share. It means that a fractional share
is only a portion of a one whole share.
Sofia Mae N. Alberca Unit VII BLAWREG 176

1. Self-dealing Director

2. Compensations for Directors/Trustees

3. Doctrine of Corporate Opportunity

4. Executive Committee

5. Disqualification of Directors, Trustees, Officers

6. Corporate Officers

7. Board of Directors or Trustees

8. Qualifications of a Board of Directors

9. Power to Remove Directors/Trustees

10. Fifty percent plus one

11. Kinds of Voting

12. Interlocking Directors

13. Ratification by the Stockholders

14. Articles of Incorporation

15. Limitations on the powers of the Executive Director

Sofia Mae N. Alberca Unit VIII BLAWREG 176

1. Pre-emptive Right

2. Ultra Vires

3. Retained Earnings

4. Trust Fund Doctrine

5. Concept of Dividends

6. Appraisal

7. Interlocking Shareholders

8. Management Contract

9. Cash Dividend

10. Implied Powers

11. Interlocking Directors

12. Incidental Powers

13. Unrestricted Retained Earnings

14. Stock dividend

15. Fund
Sofia Mae N. Alberca Unit IX BLAWREG 176

1. A

2. C

3. C

4. B

5. C

6. B

7. C

8. C

9. A

10. D
Sofia Mae N. Alberca Unit X BLAWREG 176

1. F

2. T

3. T

4. F

5. T

6. F

7. F

8. T

9. F

10. T

11. F

12. T

13. F

14. F

15. T
Sofia Mae N. Alberca Unit XI BLAWREG 176

1. No. The law clearly states that a stock becomes delinquent only upon failure of payment

of the unpaid balance within 30 days from the date specified in the contract or the date

called by the Board of Directors. Hence, the majority of the corporation cannot declare

removal of the rights as well as the position of the incumbent director. The disposition of

the director’s right as a stockholder and his position will commence, if he does not pay his

unpaid subscription within 30 days from its due date and the sole right left to him is the

right to dividends (contrary to the claims of BOD) and it may be subject to offset for his

unpaid balance.

2. Yes. Susana is entitled to all rights of a stockholder which includes the right to vote even

though his subscription is not yet fully paid. The law requires subscribers to pay at least

25% of the total subscription capital to which Susana complied and qualified with. Susana,

therefore, can fully enjoy all management, proprietary and remedial rights but he does not

have the power to transfer his shares unless the said shares has been fully paid with.

3. A. Yes. Mr. D may file a derivative suit on behalf of the corporation’s name against the

directors, officers, and Mr. B who collectively agreed and approved for the wrongful act

which is to issue 10, 000 shares free of charge to Mr. B.

B. No. Mr. B has no right to question the suit filed by Mr. D because it is a protection given

by law to the minority of shareholders to hold the people behind the wrongful act,

accountable.

C. Yes because the 10, 000 shares were issued without any considerations in return. The

officers and directors who consented to the issuance of the shares will be solidarily liable

to the corporation.
Sofia Mae N. Alberca Unit XII BLAWREG 176

1. Stock and Transfer Book- is a record of the standing of the stocks including the owner’s
name in an alphabetical manner, and their respective paid and unpaid subscriptions. This
is also a book that keeps and record transactions involving alienation, sales and transfer of
such shares.

2. Stockholder’s Right of Inspection- Stockholders owning a part of the corporations assets

and properties have the right to inspection to the corporate books and records except upon
when the demand is not made in good faith and for legitimate purposes or merely for
curiosity satisfaction.

3. Right to Financial Statement- Stockholders have the right to know the status and condition
of the Corporation to which they have invested in. For this reason, the Corporation is
required to give stockholders the copy of its current Financial Statements within 10 days
after the written request of the said stockholder/s and it may also include the preceding
years’ Financial Report and Operations to be presented by the Board of Directors/Trustees
during at the regular stockholder/members meeting.

4. Stock Transfer Agent- is one responsible for managing and handling the registration of
transfer of stocks, as well as the issuance and cancelling stock certificates in behalf of the
corporation allowed to operate in the Philippines by payment of fee fixed by the
Commission and by securing a license.

5. Corporate Books and Records- are the necessary books and records of the Corporation to
be kept and preserved at the principal office of the corporation which includes the book of
minutes of stockholders’ or members’ meeting, book of minutes of board meetings, and
record or book of all business transactions. Stock and Transfer Book are to be kept and
Stock and Transfer office, if there’s any, otherwise, at the principal office of the corporation.
Sofia Mae N. Alberca Unit XIII BLAWREG 176

1. Dissenting Stockholder

2. Appraisers

3. Dissenting Stockholders

4. 30 days

5. Appraisal Right

6. Valuation Date

7. 10 days

8. Written Demand

9. Shares

10. Corporation
Sofia Mae N. Alberca Unit XIV BLAWREG 176

1. No. A corporation cannot offset unused contributions of members against the balance
receivables from the said members because unused contributions are the capital of the
corporation which the members are not entitled to unless the corporation is dissolved and
when provided under the Articles of Incorporation or bylaws. The members are, in general
rule, not entitled to capital distribution.

2. No, ABC Foundation, being a charitable nonstock corporation shall operate for the primary
purpose for which it was established- to engage in charitable programs for victims of
calamities. Mr. X, a member of the corporation is not entitled to the capital of the
organization. His question about the validity of the practice of the corporation is in no stand
as the corporation formed is one in a form allowed in a nonstock corporation. His claim to
the contribution he made can only be distributed upon dissolution and according to the
Articles of Incorporation, if provided. However, the assets of the corporation can only be
distributed by following the order of distribution of assets for which distribution to
members is the least prioritized.

3.

A. No, only the members of the corporation can be elected and sit in the Board of Trustees.
Given that Atty. Joshua is not a member, but only a legal representative of the
corporation, Joe’s nomination is invalid.

B. Yes, not only is his objection conforms to the Code, but it will also protect the
Corporation in its future operations, management, and ways of achieving its purposes
and objectives against any anomalies, fraud and misrepresentations.
Sofia Mae N. Alberca Unit XV BLAWREG 176

1. C

2. A

3. A

4. C

5. A

6. A

7. C

8. D

9. C

10. C

11. D

12. C

13. C

14. C

15. A
Sofia Mae N. Alberca Unit XVI BLAWREG 176

1. G

2. E

3. I

4. C

5. F

6. A

7. D

8. H

9. B

10. J
Sofia Mae N. Alberca Unit XVII BLAWREG 176

1. C

2. C

3. B

4. D

5. A

6. D

7. D

8. D

9. B

10. D

11. A

12. A

13. A

14. C

15. B
Sofia Mae N. Alberca Unit XIX BLAWREG 176

1. R

2. P

3. R

4. RT

5. P

6. P

7. RT

8. R

9. RT

10. P

11. R

12. R

13. R

14. RT

15. P
Sofia Mae N. Alberca Unit XXI BLAWREG 176

1. K

2. H

3. F

4. A

5. J

6. B

7. G

8. N

9. E

10. C

11. D

12. L

13. O

14. I

15. M
Sofia Mae N. Alberca Unit XXII BLAWREG 176

1.
a. Yes
b. Yes
c. Yes
d. Yes
e. Yes

2.
a. Yes
b. No. liquidation caused by involuntary dissolution, the CDA shall be the one to appoint
the liquidators to wind-up the affairs of the cooperative.
c. Yes
d. Yes
e. Yes

3. A

a. No, determination of cooperative net surplus shall be determined in accordance with

its bylaws and not by Articles of Cooperation.
b. No, it should be at least 10% of the net surplus shall be allocated to the reserve fund.
c. No, education and training fund shall constitute not more than 10% of the net surplus
for the training and development for the growth of the cooperative movement.
d. Yes,
e. No, the fund allocated to the expenditure shall not exceed 7% of the net surplus.