Obligations
1. All are sources of obligations except:
a. Obligation of parents to support their children
b. Obligation to pay taxes for all citizens
c. A debtor paying his obligations that has prescribed.
d. A driver’s negligence resulting to physical injury to a pedestrian.
2. All of the following are obligations of the debtor if the object is a determinate thing except:
a. To deliver the specific thing promised
b. To deliver the accession or its accessories even though not agreed upon.
c. To deliver the fruits from the perfection of contract
d. To take care of the thing promised pending delivery with due diligence.
4. All are remedies of the obligee in case of breach of obligation to deliver a generic thing except:
a. Right to compel specific performance
b. Right to ask a third person to do it at dr’s expense
c. Right to convert the obligation to its monetary value
d. Right to ask for another damages.
5. When the debtor’s property are not enough to pay all his debt in full. This condition is called:
a. Antichresis
b. Pactu commissorio
c. Insolvency
d. Suspension
6. Statement No. 1: D obliges himself to give C a specific ring, upon failure, to give C P5,000. This is a case of facultative
obligation.
Statement No. 2: D obliges himself to give C a specific ring. However, if he so desires, D may instead give C P5,000. This is an
example of an obligation with a penal clause.
Given these examples, which statement is correct?
a. Both obligations are valid but both are mislabeled as to their classification as obligations.
b. Both obligations are not valid.
c. Both obligations are valid and are properly labeled as to their classification as obligations.
d. Both statements are invalid and improperly labeled as to their classification as obligations.
7. Statement 1: “I will give you a specific car if you not marry X this year (2016). If by the end of 2016, both parties are alive and
no marriage has taken place, my obligation is extinguished.
Statement 2: “I will give you P10,000 if you cannot make a dead man alive. This is impossible condition, obligation not
demandable.
a. Both are true
b. Both are false
c. No. 1 is true, No. 2 is false
d. No. 1 is false, No. 2 is true
8. A, B and C jointly and severally borrowed P15,000 from X. to secure its payment, A pledge his ring, B his TV set, and C his
refrigerator. Based on the information provided, which of the following statements is correct:
a. The debtors are solidarily bound and the pledge on the three things are solidarily.
b. The debtors are jointly bound but the pledge on the three things are solidarily
c. The debtors are persons solidarily liable and the pledge on the three things is indivisible
d. The debtors are liable individually and the character of the three things pledged is divisible
10. A is obliged to give B his only car on September 1, 2015. On the said date, A did not deliver. On September 2, 2015, an
earthquake completely destroyed the car. Is A still liable?
a. No. Considering that no demand to deliver was made by B and the specific thing was lost, due to fortuitous event, the
obligation is extinguished.
b. No. The obligation is extinguished, even if the debtor is already in default because the debtor can plead impossibility of
performance.
c. Yes. A is already in legal delay, thus the obligation to deliver the lost specific thing is converted into monetary claim for
damages.
d. Yes. The creditor can instead demand for a substitute of equivalent value from the debtor.
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11. A, B and C are solidarily debtors of X for P9,000. Later, C paid X the whole obligation. Which of the following is considered a
false statement as to the effects of C paying X the whole obligation
a. C becomes a creditor for reimbursement
b. After C paid X the whole obligation, the same is converted into a joint obligation of reimbursement
c. If the debtot A becomes insolvent C can collect from B P6,000
d. None of the above
12. W, X, Y, Z solidarily liable to A, B, C, jointly creditors for P30,000. How much can A and B collect from X?
a. P10,000
b. P2,500 only
c. P20,000
d. P30,000
13. On October 4, 2015, A is indebted to B for P50,000 for a 20-day period. A proposed to B that X will pay A’s debt and that A will
be free from all liabilities. B and X agree to the proposal. On October 25, 2015, X became insolvent. At the time of delegation,
X was already insolvent but this was not known to A. The insolvency is not public knowledge. So B sues A on the ground that
it was A who made then proposal that A guaranteed X’s solvency. Decide.
a. A is liable because he is presumed to have guaranteed X’s solvency.
b. A is not liable because he does not know the insolvency of X at the time of delegation and neither was the insolvency of
public knowledge.
c. A is liable because he did not exercise due diligence in determining the insolvency of X.
d. A is liable because X agree to the proposal to make himself solidarity liable for the obligation.
14. The minimum standard of care that person obliged to give something must observe in the preservation of the specific thing
subject matter of an obligation.
a. That diligence of a good father of a family
b. That diligence which the parties have stipulated on
c. That diligence which the law provides
d. All of the above
17. Manuel bought the Nokia 7650 of Jess for P15, 000 by giving 50% earnest money although delivery of the cell phone would
be after 3 days later. Before delivery however the cell phone was lost due to flood brought by storm.
a. Manuel can recover the P7, 500 he paid to Jess
b. Manuel may ask for another cell phone at no additional cost because Jess is liable.
c. Obligation of Jess to deliver is extinguished by the force majeure event and Manuel cannot recover the amount paid.
d. The contract of sale should be rescinded.
Contracts
18. One is incorrect about elements of contracts:
a. Absence of an essential element voids the contracts
b. Absence of natural or accidental elements may result to rescission and damages
c. In policitation, there is meeting of meetings but contract is incomplete hence needs refromation
d. In stipulation, pour autrui consent or acceptance of the third person involves is mandatory
20. Statement 1: The death, civil interdiction, insanity or insolvency of either offeror or offeree before acceptance is conveyed
makes the offer ineffective
Statement 2: The cause of a contract is the psychological or personal reason whereas motive is the objective or juridical
a. True; true
b. False; false
c. True; false
d. False; true
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a. Donation of immovable property
b. Agency to sell land
c. Partnership where immovable property or real rights are contributed
d. When limited partnership is formed
22. 1st statement : Rescission of contracts and rescission or resolution of reciprocal obligation are the same
2nd statement: In voidable contracts the defect is external whereas in rescissible contracts the defect is intrinsic
a. True, True c. False, True
b. False, False d. True, False
23. In void contract neither party may seek to enforce it, neither can they seek the aid of law. But recovery can be made by the
other party except.
a. The innocent party
b. The debtor who pays usurious interest
c. The party rejecting the void contract before illegal purpose is accomplished
d. In pari delicto parties
25. In three of the following defective contracts, ratification cleanses the defects. Which is the exception?
a. Contracts entered into by a person who has been given no authority
b. Sale of a piece of land thru an agent the authority is oral
c. Sale of immovable property or interest orally entered into
d. Both parties are incapable of giving consent
26. Example No. 1: W 16 years old sold his house valued at P1M for P50,000 or a lesion by more than one-fourth of the value of
the said house.
Example No. 2: G, guardian of W, sold W’s house valued at P50,000 for P37,500 or a lesion of one-fourth of the value.
a. Voidable; Rescissible
b. Rescissible; voidable
c. No. 1 is rescissible; while No.2 is unenforceable
d. Voidable; valid perfectly
31. B fraudulently induces S to sell to him (B) a masterpiece painting for P10,000. Subsequently, B sold it to X for P12,000, a
good faith purchaser. S is entitled to
a. Rescind the contract with B plus damages
b. Recover the painting from X but no damages
c. Recover damages from B
d. Rescind the contract between B and X
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33. S agreed to sell to B his land and B agreed to pay P10,000 if X will pass the CPA Exams of 200A. X passed, Meantime,
interest earned is P1,200, while the fruits harvested is P2,000.
a. S will deliver the land to B
b. B will pay S the price of the sale
c. Combination of A and B
d. Combination of A and B, together with the fruits and interest
34. S owns a ring and sold it to B for P10,000. B paid S the price, but the latter promised to deliver the ring to X in a public
instrument and delivered the ring to X. In a contract of pledge:
Statement 1: Between B and X the latter has got a better right, because the contract of pledge appears in a public instrument
and there was delivery.
Statement 2: Some case above, but done through a private instrument.
a. Both statements are true
b. Both statements are false
c. No. 1 is true, No. 2 is false
d. No. 1 is false, No. 2 is true
35. P wrote A authorizing A to sell a piece of land on his behalf. The land was purchased by X but A kept the money. What can P
do?
a. P may refuse to surrender his land to X
b. P may require X to pay the agreed price again
c. P may recover the proceeds of the sale from A
d. P may recover his land to X thru court action
36. D, as owner of specific car and a parcel of land, properly mortgage the same to C to answer a principal obligation of P1 million.
Later, D sold the same land to W, while the car sold to Y without informing the creditor/mortgagee.
Statement 1: The sale made to W is unenforceable, valid only if ratified
Statement 2: The car sold to Y is valid and enforceable because this is a movable property, but D is liable
a. Both statements are true
b. Both statements are false
c. No. 1 is true, No. 2 is false
d. No. 1 is false, No. 2 is true
37. Statement 1: In a sale of goods, the fruits shall pertain to the vendee from the day the goods are delivered to the vendee.
Statement 2: In case of loss or deterioration of improvement of the thing before the arrival of the period term, the rules during
the pendency for the condition in conditional obligation shall be observed, the vendor being considered as the debtor.
a. Both statements are true
b. Both statements are false
c. No. 1 is true, No. 2 is false
d. No. 1 is false, No. 2 is true
38. Example 1: S sold to B in a private instrumental his land. Later B wanted to have the sale registered, but registration requires a
public instrument. In here B can compel S to execute the needed public instrument.
Example 2: Same case above but it was orally made with partial payment later, contract is still enforceable.
a. Both examples are false
b. Only No. 1 is true
c. Only No. 2 is true
d. Both examples are true
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b. Antichresis
c. Chattel mortgage
d. Pledge
46. D1, D2 and D3 borrowed from C P300,000 as a security, he mortgaged their undivided agricultural land to C, Subsequently, D1
paid C P100,000. Is the mortgage on D1’s share of the land extinguished?
a. No, because mortgages are considered indivisible, payment in part shall not extinguish the obligation secured by the
mortgage.
b. No. because the obligation is solidary, payment in part shall not extinguish the obligation secured by the mortgage.
c. Yes, the obligation of the debtors is joint, D1 is answerable only for P100,000.
d. Yes, because the obligation of D1 on the debt is only P100,000.
47. Personal properties that can be mortgaged under the Chattel Mortgage Law
a. shares of stock
b. ungathered fruits or products
c. interest in business
d. all of the above
48. Statement 1: There can be a case of the mortgage appropriating for himself the mortgaged object should the debtor/mortgagor
fail to pay the principal obligation.
Statement 2: A thing put up by way of pledge may be sold to another person even without extinguishing the contract of pledge
previously entered into by the seller with his pledge creditor
a. Both statements are true
b. Both statements are false
c. No. 1 is true; No. 2 is false
d. No. 1 is false; No. 2 is true
50. D borrowed from C P10,000 and as security he pledged his ring to C. by common agreement D remains in possession of the
ring pledged, and a private instrument was executed to that effect, on the date of maturity, D failed to pay, which of the
following statement is correct:
a. D may go to a Notary Public and caused the sale of the ring because of failure to pay the obligation
b. There is no contract of pledge because the ring remains in the possession of D
c. The contract of pledge between D and C is not valid because it did not appear in a public instrument
d. The contract is unenforceable unless it will be ratified by the parties
51. A seller sold to a buyer a television set at a price of P20,000. At that time the buyer has only P5,000 cash and he offered a
diamond ring worth P15,000 which the seller accepted as payment of the price. The nature of the contract is
a. Sale
b. Barter
c. Partly sales and partly barter
d. Commodatum
52. Statement 1: In sale or return, the risk of loss is on the vendor; In sale or trial, the risk of loss is on the vendee.
Statement 2: In sale or return, ownership passes to the vendee upon the delivery of the goods; in sale on trial, ownership does
not pass to the vendee until he accept the goods
a. Both statements are true
b. Both statements are false
c. No. 1 is true; No. 2 is false
d. No. 1 is false; No. 2 is true
53. Three of the following are considered elements of contract of pledge and mortgage, which is the exception?
a. Accessory contract
b. Pledgor or mortgagor must be absolute owner
c. Thing pledged may be appropriated if debtor cannot pay
d. Pledgor or mortgagor must have a free disposal of the thing pledged
54. D pledge his ring to C for P10,000. D failed to pay his obligation on time. C sold it at public auction for P8,000.
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a. C can recover die deficiency even without stipulation
b. C cannot recover the deficiency even there is a stipulation
c. C cannot recover the deficiency
d. C can recover the deficiency
55. Statement 1: If the thing pledged is returned to the pledgor, the principal obligation is extinguished.
Statement 2: A contract of pledge is consensual which is perfected from the time the thing pledged is placed in the possession
of the creditor, or of a third person by common agreement.
a. Both statements are true
b. Both statements are false
c. No. 1 is true; No. 2 is false
d. No. 1 is false; No. 2 is true
57. S sold his car to B payable in ten (10) equal monthly installments and with a mortgage constituted on the same property (car).
For B’s failure to pay a month’s installment, which statement is correct?
a. S may foreclose the mortgage on B’s car but he no longer has the right to recover the balance should it (the
car) be sold for an amount lower than what he claims from B.
b. S may seek the cancellation of the sale made to B.
c. S may seek the cancellation of the same and later on foreclose the mortgage should he find it impossible to collect from
B.
d. S may seek fulfilment of the obligation of B to pay the amount due.
58. Araneta wrote a letter to Bascon wherein in he offered to sell a piece of land. In Araneta’s letter he gives Bascon a period of
two months within which to pay the price of P500,000. After 50 days Araneta told Bascon that he is increasing the price of the
land to P700,000. Can Bascon compel Araneta to accept P500,000 first offered by Araneta and execute the deed of sale?
a. No, for Bascon did not signify his acceptance of the offer
b. Yes, because the period of 2 months has not yet expired
c. Yes, because Araneta is already estopped by his signed letter
d. Yes, because there was actual meeting of minds of the parties
59. A sold to B a parcel of land for P30,000. The sale is evidenced by a memorandum of agreement of sale written in Cebuano
dialect. One week later, A sold the same parcel of land to C for P40,000 which was evidenced by a formal deed of sale. Upon
buying the property, C, who was aware of the first sale, immediately took possession of the land and registered the deed of
sale in her favor with the Register of Deeds. When informed of the second sale, B subsequently registered an adverse claim to
the property. The parcel of land shall belong to
a. B, because she got older title
b. C, because the sale was made on formal deed of sale
c. C, because she is the first to register the deed of sale
d. C, because she is the first to take possession of the land
60. One of the following is not an alternative remedy available to a seller of personal property on installment if buyer defaults
a. To go to court and ask the court to order deliver of the property
b. To foreclose the chattel mortgage
c. To sue for specific performance
d. To take possession of the property and forfeit the amount paid by buyer
61. Mr. Gamboa sold his car for P200,000 to Mr. Ramos. There was no fixed period for the performance of the obligation of both
parties. The obligation of Mr. Gamboa as vendor is:
a. To wait for Mr. Ramos to pay P200,000 and deliver the car
b. To deliver the car immediately as this is a perfect contract
c. To deliver the car immediately because the seller’s obligation is pure
d. To rescind the contract because no time or date is fixed for the performance of their respective obligations
62. Mr. Almando Romero owes the BIR P100,000 in delinquent taxes and penalties. In order to evade the payment of the said
liability, he executed a deed of sale of his parcel of land for P200,000 in favor of his brother, Pablo, who paid the purchase
price but the BIR has evidence that said price had never been paid, the purpose of the sale being to prevent the BIR to levy
upon the land to satify the tax liability of Mr. Almando Romero. In this case:
a. The BIR may not levy upon the land because the sale is valid
b. The BIR, without annulling the sale, may levy upon the land of Romero pursuant to the provisions of the National Internal
Revenue Code
c. The BIR should first annual the sale before it may levy upon the land pursuant to the provisions of the National Internal
Revenue Code
d. Answer is not given
63. A legal writ authorizing a sheriff to take into custody property in litigation belonging to a defendant until he complies with orders
of the court
a. Foreclosure
b. Dacion en pago
c. Sequestration
d. Counterclaim
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e. Garnishment
64. The unpaid seller of goods loses his lien thereon except:
a. When the buyer or his agent lawfully obtains possession of the goods
b. When a seller delivers the goods to a carrier or other bailee for the purpose of transmission to the buyer without
reserving the ownership of the goods.
c. By waiver thereof
d. When the goods are in transit
65. A owes B P100,000 guaranteed by X and secured by a real estate mortgage over a parcel of land. B assigns the credit to C
who notified A. Later A defaulted in the payment of the loans. Which of the following is incorrect?
a. C is subrogated to the rights of B?
b. C can foreclose the mortgage
c. C can also sue X after exercising the right of excussion
d. C can not sue X if he has decided to foreclose the mortgage
Partnership
66. A, B, and C, capitalist partners, contributing P30,000, P20,000 and P10,000 respectively, and D, the industrial partner,
contributed his services. Suppose X, a customer, is the creditor of the firm to the amount of P180,000. How can X recover the
P180,000?
a. X must sue the firm and get P60,000. X can still recover the balance of P120,000 from the four partners jointly, that is
P30,000 each
b. X can recover from the firm P60,000. X can still recover the balance of P120,000 from the capitalist partners only
c. X can recover from the firm P60,000. X can still recover the balance of P120,000 from the capitalist solidarily
d. X can recover from the firm P60,000 and can no longer recover the balance of P120,000.
67. A, B and C formed a general partnership with a gross capital of P90,000. They agreed that the profit and loss sharing is: A –
50%; B – 25%; C – 25%. Upon dissolution and after exhausting the partnership capital, X has still a collectible amount of
P30,000 from the firm. How much can X collect from C alone?
a. P7,500
b. P15,000
c. P30,000
d. P10,000
68. Which of the following provision in Partnership Law is/are considered mandatory and not directory.
a. If the capital is P3,000 or more it must appear in a public instrument.
b. The partnership contract must be recorded with the SEC if limited partnership
c. If immovable properties is contributed it must appear in a public instrument.
d. B and C.
e. A and B
69. Unless otherwise provided in a general partnership, which of the following is correct when a partner dies?
Deceased partner’s
administrator would His estate would be free The partnership is
automatically become from any liabilities automatically dissolved
partner
a. Yes Yes Yes
b. Yes No No
c. No Yes No
d. No No Yes
70. A, B and C partners. Their contributions are as follows: A=P60t, B=P40t, C=services. A P10t loss shall be distributed as follows:
a. A, P6,000; B, P4,000; C, nothing
b. A, P3,000; B, P2,000; C, P5,000
c. A, P3,500; B, P2,500; C, P3,000
d. A, P3,000; B, P2,000; C, P4,000
72. X, Y and Z formed a general partnership decided to contribute P200, 000 each. The partnership has started its operations
although X was able to contribute only P140, 000. They also agreed that X and Y be exempted from losses. Upon dissolution
there was an outstanding obligation to Mr. A in the amount of P720, 000.A exhausted the capital of P540, 000, leaving a
P180, 000 balance. Which statement based on the foregoing is true?
a. The share of X is nothing based on the agreement
b. The share of X is 1/3 of P180, 000 or P60, 000 being a general partner.
c. Z will have to absorb the whole P180, 000 per agreement minus X’s share of P60, 000
d. X is liable for P60, 000 to the partnership and P40, 000 to Mr. A
73. Which of the following is not correct? In a limited partnership composed of A, B and C, the contribution may be as follows:
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a. A property (limited partner); B – services (general partner); C – cash (general partner)
b. A cash (limited partner); B – property (general partner); C – services (general partner)
c. A services (limited partner); B – cash (general partner); C – services (genral partner)
d. A cash (limited partner); B – cash (general partner); C – services (genral partner)
75. Which of the following statements is (are) usually correct regarding general partner’s liability
I. All general partners are jointly and severally liable for the partnership torts
II. All general partners are liable only for those partnership obligations they actually authorized
a. I only
b. II only
c. Both I and II
d. Neither I nor II
76. 1st statement: The arrival of the term of a partnership with a fixed term or period shall not dissolve the partnership but such
partnership may be terminated anytime dependent on the will of the continuing partners.
2nd statement: The general rule is that the loss of the specific thing contributed to the partnership dissolves the partnership
when only the use of the thing is contributed by the partner.
a. Both statements are false
b. Both statements are true
c. 1st statement is true but 2nd statement is false
d. 1st statement is false but 2nd statement is true
77. A partner who does not participate in the management of the affairs of the partnership and whose connection with it is not
made known to the public is called:
a. Silent-secret partner
b. Nominal partner
c. Dormant partner
d. Silent-ostensible partner
78. A, B and C are partners in X Partnership. The partnership is dissolved by A’s death. B therafter transact business with D, a
third person
Statement 1: If the transaction is designed to complete trasactions began but unfinished at the time of dissolution, the
partnership is bound.
Statement 2: On dissolution, the partnership is not terminated but continues until winding up of partnership affairs is
completed.
a. Both are true
b. Both are false
c. No. 1 is true; No. 2 is false
d. No. 1 is false; No. 2 is true
79. Statement 1: A person admitted as a partner into a existing partnership is not liable for obligations of the partnership contracted
before his admission
Statement 2: The partner who caused the dissolution is still allowed to be liquidating partner.
a. Both are true
b. Both are false
c. No. 1 is true; No. 2 is false
d. No. 1 is false; No. 2 is true
80. A, B and C formed a limited Partnership, each contributing, P10,000. However, the articles of partnership was not recorded or
registered with the SEC. Which of the following is an incorrect statement?
a. Not valid as a limited partnership
b. It is considered as a general partnership
c. The partnership still possesses juridical personality distinct and separate from the partners.
d. The partnership is void.
Corporation
81. Majority Vote “ By the Board of Directors” and approved by not less than 2/3 of all stocks, outstanding and entitled to vote are
the prescribed vote in three of the following, which is the exception?
a. Adoption of new by-laws
b. Declaration of stock dividends
c. To incur, create or increase bonded indebtedness
d. To amend the articles of incorporation
82. 1st statement: No cash dividends can be declared out of principal surplus as this could amount to declaration of dividend of
capital
2nd statement: If the surplus profits of the stock corporation exceeded the level equal to its paid up capital, SEC may compel
the corporation to declare dividends otherwise it will be liable for a surtax on improperly accumulated profits. Which of the
following is correct?
a. 1st statement is false but 2nd statement is true
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b. Both statements are true
c. Both are false
d. 1st statement is true but 2nd statement is false
83. A corporation cannot be an incorporator, because only natural persons may become incorporators, except
a. Cooperative as incorporator of Rural Bank
b. Eleemosynary corporations
c. Charitable organization incorporated under the Philippine Laws
d. Corporations Sole
84. Statement No. 1: When liquidation is done by receivership or trusteeship, the settling of corporate affairs may go beyond 3
years.
Statement No.2: Trustee of non-stock but educational institutions cannot exceed 15 persons and shall be in multiple of 5
a. True; true
b. False; false
c. True; false
d. False; true
85. Directors or officers of the corporation are solidarily liable for damages suffered by the corporation and its stockholders and
creditors in any of the following except one:
a. When they willfully and knowingly voted or approved a patent unlawful act involving the corporation
b. When they are guilty of bad faith in directing the affairs of the corporation
c. When they are guilty of negligence in directing the affairs of the corporation
d. When they are acquire personal or pecuniary interest in conflict with their duties
87. For valid ratification of an ultra vires act. The following requisite must concur except:
a. The act must be consummated not executory
b. The state is not prejudiced
c. No creditor is prejudiced
d. Majority of stockholders must give their consent
88. Statement 1: The trustee of a voting trust can be elected to the board of directors
Statement 2: The grantor/trustor of a voting trust who is director can retain his position even if he entrusted all his shares thru a
VTA
a. True; true
b. False; false
c. True; false
d. False; true
89. Statement 1: The trustee of voting trust is entitled to receive dividend also.
Statement 2: A corporation can still legally exist before SEC without a corporate name
a. True; true
b. False; false
c. True; false
d. False; true
90. The following are requirements for a valid transfer of stock, except:
a. There must be a delivery of stock certificates
b. It must be endorsed by the owner or his legal representative
c. It must be transferred for a valuable consideration
d. To be valid against third persons, must be recorded in the corporate books
91. Statement 1: When by laws provides, pre-emptive rights in favor of the corporation only, it is null and void
Statement 2: waiver of a pre-emptive right in the subscription agreement is not allowed
a. True; true
b. False; false
c. True; false
d. False; true
92. To delegate to the board of directors or trustees the power to amend or repeal the by-laws or adopt new by-laws
a. Majority of the outstanding capital stock or of the members
b. Majority vote of the board and of the outstanding capital stock or of the members
c. 2/3 of the outstanding capital stock or of the members
d. Majority of the quorum of the board and 2/3 of the outstanding capital stock or of the members
93. Statement 1: Management of a corporation may be delegated to an executive committee, composed of not less than 3
members of the board to be appointed by the board provided the creation of such executive committee is provided in the by-
laws.
Statement 2: Stockholders or members meeting shall be held in the city or municipality where the principal office of the
corporation is located and if practicable, in the principal office of the corporation
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a. Both are true
b. Both are false
c. No.1 is true; No. 2 is false
d. No. 1 is false; No. 2 is true
94. Shares deposited by the seller or his agent with a bank or third party to deliver to the buyer or subscriber only upon the
fulfillment of the stipulated suspensive condition
a. Promotion shares
b. Founders shares
c. Redeemable shares
d. Escrow shares
95. 1st statement: Membership in a non-stock corporation, and all rights arising there from cannot be transferred even if provided in
the articles of incorporation or by laws, because membership and the right arising there from are personal and non-
transferable
2nd statement: Treasury stock sold for less than their par or issued value are considered “watered stock” and as such prohibited
by law. Which is correct?
a. Both are true
b. Both are false
c. 1st statement is true; 2nd statement is false
d. 1st statement is false; 2nd statement is true
96. The assets of the corporation as represented by its capital stock are to be maintained unimpaired that there can be no
distribution of such assets among the stockholders without provision being first made for the payment of corporate debts.
a. Doctrine of corporate fiction
b. Doctrine of corporate opportunity
c. Trust fund doctrine
d. Doctrine of limited capacity
97. A corporation where vacancies in the board of Directors are filled only by the remaining members of the boards is:
a. Open corporation
b. Corporation sole
c. Eleemosynary corporation
d. Close corporation
98. Statement 1: All the issued stocks, exclusive of treasury stocks, of a close corporation shall be held of record by not more than
20 stockholders
Statement 2: Foreign corporations transacting business in the Philippines without license may not sue but may be sued in our
courts
a. Both are true
b. Both are false
c. 1st statement is true; 2nd statement is false
d. 1st statement is false; 2nd statement is true
99. Statement 1: Stock issued by a corporation in excess of the amount prescribed or limited by its Articles of Incorporation are
void except in the hands of a bonafide purchaser for value.
Statement 2: Treasury shares are part of the outstanding capital stock of a corporation.
a. Both are true
b. Both are false
c. 1st statement is true; 2nd statement is false
d. 1st statement is false; 2nd statement is true
100. Statement 1: A contract entered by the corporation with any of its officers or directors is prohibited
Statement 2: If the interest of an interlocking director in one of the contracting corporations is substantial while his interest in
the other is merely nominal, the contract between the said corporations with interlocking directors shall be valid
a. True; true
b. False; false
c. False; true
d. True; false
102. In the following cases, even non voting shares may vote except:
a. Amendment of by-laws and corporate charter
b. In case of merger or consolidation
c. In case of management contracts entered by the corporation with another corporation
d. Corporate voluntary dissolution
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d. Five year non-user rule
105. A shareholder’s option to subscribe to allotment of shares in proportion to his holdings of outstanding shares, before new
shares are offered to others
a. Voting right
b. Pre-emptive right
c. Ultra vires act
d. Appraisal right
109. A corporation officer or director cannot take advantage for their personal benefit, a business opportunity which the
corporation is financially able to undertake
a. Doctrine of corporate fiction
b. Trust fund doctrine
c. Doctrine of corporate opportunity
d. Doctrine of limited capacity
110. This group of persons may not form a corporation and be incorporators in a corporation in the Philippines
a. Fifteen Spanish citizens who are residents of Manila
b. Ten resident aliens and four aliens in Singapore
c. Eleven Filipinos who are resident of San Francisco, California
d. Seven Americans residing in the Philippines and two Filipinos, residents of Hawaii
111. The following are the requisites, except one, for valid declaration and/or issuance of stock dividend
a. Existence or original and unissued shares
b. Dividend declaration is made by the Board of directors and approved by 2/3 of the outstanding capital stock
c. It is issued to increase the authorized capital
d. Existence of unrestricted earnings
112. To secure an obligation of P10,000, D pledged 100 shares of stock in S corporation in favor of C. Because D defaulted, C
sold at public auction the said shares of stock previously delivered to him by D. In the auction sale, the shares were sold to
B for P15,000. It turned out, however, that after the pledge, but before the auction sale, D had executed deed of sale
transferring the shares to X,
Statemnet 1: B acquires ownership of the stock, because he was the buyer at the auction sale.
Statement 2: The excess of P5,000 shall belong to the debtor (D) unless otherwise stipulated
a. Both are true
b. Both are false
c. No. 1 is true; No. 2 is false
d. No. 1 is false; No. 2 is true
114. Any profit which it may earn shall be used for the furtherance of the purpose for which the corporation was organized as
such profit is not distributable to its members
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a. Close corporation
b. Stock corporation
c. Private educational corporation
d. Non-stock corporation
117. “I promise to pay to the order of Pedro San Pedro only the sum of $10,000”. (Sgd.) M. The words “Pedro San Pedro only”
are written in the handwriting of M. The instrument is
a. Negotiable, convert dollars into legal tender
b. Non-negotiable, because the instrument is payable in dollars
c. Non-negotiable, endorsement is restrictive
d. Non-negotiable, payable only to a specified person
119. Statement 1: Where a negotiable instrument is endorsed conditionally, the person liable on the instrument may disregard
the condition and legally pay the same
Statement 2: An instrument which is negotiable in origin continues to be negotiable unless restrictively indorsed or
discharged by payment
a. Both statements are false
b. First statement is false, second statement is true
c. Both statement are true
d. First statement is true, second statement is false
120. Statement 1: A holder for value is an endorsee who has both the legal and beneficial interest to the instrument and is
subject to both real and personal defense available against him.
Statement 2: A holder in due course is one possesses both the legal and beneficial interest to the instrument but is subject
to personal defenses.
a. Both statement are false
b. First statement is false, second statement is true
c. Both statement are true
d. First statement is true, second statement is false
121. In the renunciation by the holder of his rights against any party to the instrument, which of the following statements is false?
a. If the instrument is delivered to the person primarily liable without collecting it constitutes oral renunciation
b. If renunciation is made in favor of any party secondarily liable, all parties subsequent to him are discharged from
liability
c. Renunciation will not affect the rights of a holder in due course
d. If the renunciation is made in favor of the party liable it must be made before, at or after maturity date
122. Every person negotiating an instrument by delivery or by qualified endorsement warrants the following. Which does not
belong to the warranties?
a. That the time of his endorsement the instrument is valid and subsisting
b. That the instrument is genuine and in all respect what it purports to be
c. That he has good title to it and that all prior parties have capacity to contract
d. That he has no knowledge of any fact which would impair the validity of the instrument or render it valueless
123. “A issued a promissory note payable to “B” or bearer. “A” delivered note to “B”. “B” indorsed the note to “C”. “C” placed the
note in his drawer, which was stolen by the janitor “X”. “X” indorsed the note to “D” by forging “C’s’ signature. “D” indorsed
the note to “E” who in turn delivered the note to “F”, a holder in due course, without endorsement. Which of the following
statement is false?
a. A is liable to F despite the forgery committed because F is a holder in due course.
b. B is liable to F because as an indorse he warrants that the instrument is genuine.
c. C cannot set up forgery because the instrument is payable to bearer negotiable only by delivery, the forged
signature of “X” is not necessary
d. Forgery here is a real defense for A, B & C
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124. Where in a bill the drawer and the drawee are the same person or where the drawee is a fictitious person, or a person not
having capacity to contract, the holder, at his option, may treat the instrument as
a. Dishonored
b. Bill of exchange
c. Promissory note
d. Either a bill of exchange or a promissory note
125. A executed a bill of exchange in favor of B for P10,000, B later altered the amount to P100,000 and presented the bill to C,
the drawee who accepted the bill. Thereafter the bill negotiable by B to D. Which is correct?
a. The acceptor is liable up to P10,000 only
b. The acceptor is not liable because of alteration
c. The acceptor is liable only up to P10,000 except if D is a holder in due course in which case A is liable up to
P100,000
d. The acceptor by accepting the bill is liable according to the tenor of his acceptance, that is P100,000
127. Under the Negotiable Instrument Law which of the following requirements must be met for a person to be a holder in due
course of a promissory note?
a. The note must be payable to bearer
b. All prior holders must have been holders in due course
c. The holder must be payee of the note
d. The holder received it for value
128. Statement 1: “I promise to pay B the sum of P20,000, three(3) days from date.” Sgd. A (The instrument is not dated)
Statement 2: “I promise to pay to the order of B or C the sum of P50,000. Sgd. A
a. Both are negotiable
b. Both are not negotiable
c. First is not negotiable while second is negotiable
d. First is negotiable while second is not
130. Under the Negotiable Instrument Law. Which of the following requirements must be met for a transferee of order paper to
become a holder?
I. Transferee in possession of the note
II. Indorsement of transferor and delivery to the transferee
a. I only
b. II only
c. I and II
d. None of the above
131. A person whose signature does not appear on an instrument is not liable thereon, except
a. Where a duly authorized agent signed for him
b. Where he forges the signature of another person
c. When he signs in an assumed or trade name
d. All of the above
132. M makes a negotiable note in favor of P payable on December 25, 200A, with the following successive indorsements. P to
A, A to B, B to C, C to D. on the due date M is paying D, but D extends the payment up to December 25, 200B. Which of the
following is incorrect?
a. If M become insolvent on December 25, 200B, P, A, B, C are discharged of their obligation
b. “If the indorsers consented to the extension of time, and M become insolvent the indorsers are still liable.
c. If before the extension date, D cancels the signature of P as indorser, P, A, B, C and the instrument are discharged
d. None of the above
133. Statement 1: The referee in case of need is liable on the instrument and if he refuses to pay he maybe sued in the court
Statement 2: The avalista is liable on his written obligation and if he refuses to pay he maybe sued in the court
a. True; true
b. True; false
c. False; true
d. False; false
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134. A is the maker of a promissory note for P100,000payable to the order of B who negotiated the same in favor of C. C lost the
note and is found by X who forges the signature of C and pretending to be C negotiated the note to D, D to E, E to F to G
who is a holder in due course. Under the circumstances which of these is not an incorrect statement?
a. Being holder in due course, G can recover from maker A
b. The signature of C being forged, it becomes inoperative and payment cannot be enforced as against him
c. E is not liable to F precisely because he was not the one who forged the signature of C
d. X is not liable to any party to the instrument since his name does not appear thereon
135. Holder H, perfectly altered the amount of a negotiable note from P10,000 to P100,000 then negotiated the note to P. Which
is correct?
a. If P is a holder in due course, he can require the maker to pay P110,000
b. If P is not a holder in due course, he can require the maker to pay only the original sum of P10,000
c. P cannot require the maker to pay because of alteration whether or not he is a holder in due course
d. If P is a holder in due course, he can require the maker to pay P10,000
136. The following are all requisites of an acceptance for honor. Choose the exception
a. That the bill must have been previously dishonored by non-acceptance or protested for better security
b. That the bill is already overdue
c. That the acceptance for honor must be with the consent of the holder
d. That the acceptor for honor must not be a party already liable on the instrument
138. Statement 1: A check must be presented for payment within a reasonable time after its last negotiation
Statement 2: A Bill of Exchange must be presented for payment within a reasonable time after its last negotiation
a. True; true
b. True; false
c. False; true
d. False; false
139. Under the Negotiable Instrument Law, which of the following requirements must be met for a transferee of bearer paper to
become a holder?
I. Delivery by the holder only to the transferee
II. Endorsement of transfer and delivery to the transferee
a. I only
b. II only
c. Both I and II
d. Neither I and II
140. C issues a bill payable to the order of R without endorsing the bill transfer for a consideration said bill to M. The following
except one, are the valid effects of the transfer
a. M becomes a holder
b. M requires the right to have the endorsement of R
c. The transfer vests in M such title as R had thereon
d. The bill is merely assigned and not negotiable
141. Item 1: “To X: Pay to P on demand the amount of P5,000,000 and reimburse yourself from the proceeds of the sale of my
car which is still in your possession. “Sgd. Drawer”
Item 2: “I promise to pay X the amount of P5,000 on demand.”Sgd. M
a. Both items are negotiable
b. Both items are non-negotiable
c. Item No. 1 is negotiable, while item No. 2 is non-negotiable
d. Item No. 1 is non-negotiable, while item No. 2 is negotiable
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b. Frank and Pablo are members of a union at work that has 150 members
c. Janice and Stanley form a club to encourage health among members
d. None of the above
145. Which of the following statements is correct with respect to a limited partnership?
a. A limited partner may not be an unsecured creditor of the limited partnership
b. A general partner may not also be a limited partner at the same time
c. A general partner may be a secured creditor of the limited partnership
d. A limited partnership can be formed with limited liability for all partners
146. Sydney, Bailey and Calle form a partnership. During the first year of operation, the partners have fundamental questions
regarding the rights and obligations of the partnership as well as the individual partners. Which of the following questions
can correctly be answered in the affirmative?
I. Is the partnership allowed legally to own property in the partnership’s name?
II. Do the partners have a joint and several liability for breaches of contract of the partnership
III. Do the partners have joint and several liability for tort actions against the partnership?
a. I only
b. I and II only
c. II and III only
d. I, II and III
147. In a general partnership, which of the following acts must be approved by all the partners?
a. Dissolution of the partnership
b. Admission of a partner
c. Authorization of a partner
d. Conveyance of real property owned by the partnership
150. McGarry is an officer of Norton Corporation. McGarry has committed a tort while acting for Norton Corporation within the
scope of his authority. Which of the following is (are) true?
a. McGarry is liable for the tort committed
b. Norton Corporation is liable for the tort committed
c. Both McGarry and Norton are liable for the tort committed
d. Neither McGarry nor Norton are liable for the tort committed
151. The apparent authority of a partner to bind the partnership in dealing with third parties
a. Will be effectively limited by a formal resolution of the partners of which third parties are aware
b. Will be effectively limited by a formal resolution of the partners of which third parties are unaware
c. Would not permit as partner to submit a claim against the partnership to arbitration
d. Must be derived from the express powers and purposes contained in the partnership agreement
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d. 7 officials
160. Period within which the depositor can recover his bank deposit from PDIC:
a. Within one year from takeover by the receiver
b. Within two years from takeover by the receiver
c. Within six months from takeover by the receiver
d. Within 18 months from takeover by the receiver
163. Escheated bank deposits which were not claimed for over 10 years are remitted to:
a. Bureau of Internal Revenue
b. Central Bank
c. PDIC
d. Bureau of Treasury
166. To remove the Board Director under the Cooperative Code requires the approval of:
a. 2/3 of the members
b. 3/4 of the members
c. Majority of the members
d. All members
167. The quorum needed for a valid General Assembly for cooperatives::
a. Majority of the members
b. 25% of the members
c. 2/3 of the members
d. 3/4 of the members
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a. 50 years extendible for another 50 years
b. 50 years extendible for another 25 years
c. 50 years extendible for another 20 years
d. It depends on the term provided in the Cooperative Charter
170. Under the New Central Bank Act, the BSP Governor must be:
a. At least 35 years old
b. At least 40 years old
c. At least 45 years old
d. At least 50 years old
171. 1st statement: The first major function of PDIC is to act as liquidator of closed banks.
2nd statement: The principal function of AML Council is to act as financial intelligence unit.
a. True, True
b. False, False
c. False, True
d. True, False
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