The following are the characteristics of a close corporation, except: a. Any action by the directors of a close corporation without a meeting shall nevertheless be deemed valid. b. Pre-emptive right does not extend to all stock issuances. c. Deadlock in the board is settled by the SEC upon the written petition by any stockholder. d. A stockholder may withdraw and avail of his right of ap

The following are the characteristics of a close corporation, except: a. Any action by the directors of a close corporation without a meeting shall nevertheless be deemed valid. b. Pre-emptive right does not extend to all stock issuances. c. Deadlock in the board is settled by the SEC upon the written petition by any stockholder. d. A stockholder may withdraw and avail of his right of ap

Income Tax Fundamentals 2020

38th Edition

ISBN:9780357391129

Author:WHITTENBURG

Publisher:WHITTENBURG

Chapter11: The Corporate Income Tax

Section: Chapter Questions

Problem 12MCQ

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When a certificate of stock is issued for shares whose subscription is not fully paid, then – a) the certificates are deemed null and void for being in violation of express prohibition of the Corporation Code. b) the directors and officers who allowed such issuance of the certificate shall be liable to the corporation for the balance of the subscription that remains unpaid. c) the shares are conclusively deemed fully paid as to every due holder in good faith of the certificate of stock. d) the registered stockholder shall no longer be liable for the unpaid portion of the subscription.
all of the following are true about the issuance of non-voting common stock except a. it has been issued when the corporation wishes to raise capital through the sale of common stock but does not want to relinquish its voting control o b. it has been issued as a defense against an unfriendly takeover c it tends to result in the dilution of voting rights of current stockholders od. it tends to result in unequal voting rights among the shareholders
A corporation cannot be held liable for personal indebtedness of a stockholder even if he is its President. TRUE FALSE By the doctrine of piercing the veil of corporate entity or looking at the substance rather than the form is meant that the law will regard the corporation as a mere association of persons and not of a legal entity separate and distinct from the stockholders. TRUE FALSE No par value shares may not be issued without being fully paid. TRUE FALSE Redeemable shares may be purchased or taken up by the corporation upon the expiration of a fixed period, regardless of the existence of unrestricted retained earnings in the books of the corporation. TRUE FALSE Treasury shares shall have no voting rights as long as they remain in the Treasury TRUE FALSE Treasury shares are entitled to participate in the distribution of dividends. TRUE FALSE
Which of the following statements is CORRECT? A The stock of publicly owned companies does not need to be registered with and reported to a regulatory agency such as the SEC. B When a corporation's shares are owned by a few individuals, we say that the firm is publicly traded. C "Going public" establishes a firm's true intrinsic value and ensures that a liquid market will always exist for the firm's shares. D When stock in a closely held corporation is offered to the public for the first time, the transaction is called "going public, or an IPO," and the market for such stock is called the new issue or IPO market. E If a firm goes public, it will always raise additional new capital for the firm itself.
Whereas, a decrease of the authorized capital stock will not be approved by the SEC if the effect is to prejudice the rights of the creditors, and yet no such qualification is provided for under the Corporation Code when it comes to the increase in authorized capital stock, because – It is an application of the coverage of the trust fund that always makes an increase of authorized capital stock favorable or non-prejudicial to the creditors of the corporation. It is presumed that creditors of the corporation will always be happy with the increased of its authorized capital stock. No appraisal right is triggered by an increase in the authorized capital stock of the corporation. Creditors of the corporation, not being within the intra-corporate relationship, have no standing on matters that pertain to the capital structure of the corporation.
Which of the following statements is NOT CORRECT? When a corporation’s shares are owned by a few individuals who own most of the stock or are part of the firm’s management, we say that the firm is “closely, or privately, held.” “Going public” establishes a firm’s true intrinsic value and ensures that a liquid market will always exist for the firm’s shares. Publicly owned companies have sold shares to investors who are not associated with management, and they must register with and report to a regulatory agency such as the SEC. When stock in a closely held corporation is offered to the public for the first time, the transaction is called “going public,” and the market for such stock is called the new issue market.
True or false Corporations are legal entities separate from their owners and offer the advantage of limited liability to the shareholders__________________________. Common stock carries voting privileges while preferred stock gives up this right to receive a dividend preference________________________. The board of directors who are responsible for dividends creates the liability for dividends on the declaration date ___________________________.
A stockholder dissatisfied with the management of the corporation done by the Board of Directors surrenders his certificate of stocks and demands the return of the subscription price paid by him. Can he rightfully do this? Explain.
Which of the following is not a characteristic of the commonstock of a large, publicly owned corporation?a. The shares may be transferred from one investor toanother without disrupting the continuity of businessoperations.b. Voting rights in the election of the board of directors.c. A cumulative right to receive dividends. d. After issuance, the market value of the stock is unre-lated to its par value.
Which of the following statements is incorrect? New term for the corporation in the revised corporation code will now be considered perpetual The holders of ordinary and preference shares elect the corporation's board of directors The corporation cannot issue shares more than its authorized number of shares The trust fund doctrine provides that subscriptions to the capital stock of a corporation constitute a fund to which creditors have a right to look for the satisfaction of their claims
What is the control requirement of § 351? Describe the effect of the following in satisfying this requirement: A shareholder renders only services to the corporation for stock. A shareholder renders services and transfers property to the corporation for stock. A shareholder has only momentary control after the transfer. A long period of time elapses between the transfers of property by different shareholders.
Direction: Write T if the statement is correct and F if the statement is incorrect. On the space provided, explain using the concepts discussed why your answer to a statement is T or F. 1. A corporation can be formed by mere agreement among shareholders. 2. Shareholders are not liable to corporate obligations in excess of their contribution. 3. Authority of the corporation to operate has to be granted by the state. 4. Death of a shareholder will dissolve the corporation. 5. Shares cannot be transferred without the consent of the other shareholders. 6. All incorporators are subscribers but a subscriber need not be an incorporator. 7. The ultimate control of the corporation rests with the board of directors. 8. Shareholders can transact business on behalf of the corporation. 9. All incorporators are shareholders but not all shareholders are incorporators. 10. In a corporation, minority shareholders are compliant to the wishes of the majority.