3. Is the sale of all the properties and assets of a corporation considered dissolution?

A. Yes, as the assets and properties are essential to corporate existence.

B. No, as the assets and properties are not essential to the corporate existence of a corporation.

C. The assignment or sale of the properties and assets ipso facto dissolves a corporation.

Answer: B

4. Where one corporation sells or transfers assets to another corporation, is the latter liable for the
debts of and liabilities of the transferor.

A. Yes, as the transferor acquires the personality of another corporation upon transfer

B. No, as the transferor has no obligation to pay the debts.

C. Yes, because the debtors has no to be paid 1 st before selling and transferring coporate assets.

Answer: B

5. Does merger and consolidation become effective upon mere agreement of the parties?

A. No, because it must be approved by the law authorizing it.

B. Yes, because a merger is based upon a consensual agreement of the parties.

C. Yes, because it is stipulated by the parties.

Answer: A

6. Is a mere acquisition by one corporation of the capital stock without the impairment of the corporate
existence of function of the corporation considered re organization?

A. No, because it is considered as a sale.

B. Yes, because another corporate body takes control of the corporation

C. Yes, because what was acquired is the capital stocks

Answer: A

7. Is the consent of the creditor’s essential in the merger or consolidation of the corporation?

A. Yes, because it is a disposition of corporate assets.

B. No, because it does not impair the right of the creditor over the property.

C. Yes, because it impairs the right of the creditor over the property.
 Answer: B

8. Should a hearing be conducted by SEC before merger and consolidation be valid.

A. No, because it does not create a new corporation.

B. Yes, to prove that the merger is consistent with the code and existing law.

C. No, because it is one of the inherent powers of the corporation.

Answer: B

9. Is a stockholder entitled to inspect the records of a controlled subsidiary corporation which uses the
same office and had identical member.

A. Yes, because by reason of equity, good-faith and fair dealings.

B. No, because the subsidiary corporation has a separate and distinct personality from another
corporation

C. Yes, because the corporation still has control over the subsidiary corporation.

Answer: A

10. is the right to inspect and examine corporate books and record a matter of right to the stockholder?

A. Yes, because it is his property right.

B. No, because it is matter of law.

C. Yes, because the stockholder has interest in the records.

Answer: B