OL ACT 2 MINE MA

Three friends in Quezon City want to open a small retail shop. They want to use a unique trade name but prefer a simple setup with minimal initial capital. Which regulatory agency must they initially approach to protect their business trade name?

A) Securities and Exchange Commission (SEC)

B) Department of Trade and Industry (DTI)

C) Bureau of Internal Revenue (BIR)

D) Cooperative Development Authority (CDA)

B) Department of Trade and Industry (DTI)

2. A software developer wants to scale her business and protect her personal property from business lawsuits. She wants to retain 100% control without sharing ownership. Under the Revised Corporation Code of the Philippines (RCCP), what is her best legal option?

A) Sole Proprietorship

B) One Person Corporation (OPC)

C) Close Corporation

D) General Partnership

B) One Person Corporation (OPC)

3. An old manufacturing firm was incorporated in Manila back in 1985 with a 50-year term written into its Articles of Incorporation. Under the current rules of the RCCP, what is the default status of this corporation's term of existence?

A) It will automatically dissolve in 2035 unless renewed.

B) It must apply for a 25-year extension.

C) It now enjoys perpetual existence unless it chooses to change it.

C) It now enjoys perpetual existence unless it chooses to change it.

4. A foreign retail giant wants to set up a domestic subsidiary and open retail stores in major malls across the Philippines. Which law dictates the minimum paid-up capital they must bring into the country to be Fully foreign-owned?

A) Omnibus Investments Code

B) Retail Trade Liberalization Act (RTLA) Amendments

C) Philippine Competition Act

D) Magna Carta for MSMEs

B) Retail Trade Liberalization Act (RTLA) Amendments

A general partnership running a delivery service in Cebu faces a massive debt after an accident. The partnership's cash and assets are completely wiped out, but PHP 2 Million in debt remains. How does the law treat the personal assets of the general partners?

A) Their personal assets are completely safe due to corporate shield rules.

B) They are liable only up to the amount of money they initially invested.

C) They are personally, subsidiarily, and pro-rata liable with their private properties.

D) Only the managing partner can be forced to pay the remaining debt.

C) They are personally, subsidiarily, and pro-rata liable with their private properties.

A publicly listed corporate conglomerate is reviewing its board roster before the annual stockholders' meeting. According to the SEC Code of Corporate Governance, what is the minimum requirement for independent directors on their board?

A) At least 10% of the board seats.

B) At least 20% of the board, and in no case fewer than two directors.

C) Exactly 50% of the board seats.

D) Independent directors are optional for listed companies.

B) At least 20% of the board, and in no case fewer than two directors.

During a strategic corporate planning retreat in Tagaytay, a real estate company writes a statement: "To be the leading provider of eco-friendly, sustainable housing communities in Southeast Asia by 2035."What corporate planning element is this?

A) Mission Statement

B) Tactical Goal

C) Vision Statement

D) Core Value Proposition

C) Vision Statement

8. The majority owner of a family-owned cargo corporation routinely uses the company bank account to buy personal luxury jewelry and family vacation flights. A supplier sues the business for unpaid items. The court decides to disregard the corporate shield and hold the owner personally liable. What legal doctrine was applied?

A) Business Judgment Rule

B) Ultra Vires Doctrine

C) Piercing the Corporate Veil

D) Doctrine of Estoppel

C) Piercing the Corporate Veil

9. A newly registered business in Makati forgot to submit its annual document tracking its current board roster, executive officers, and shareholder percentages within 30 days of its annual meeting. What mandatory SEC document did they miss?

A) Articles of Incorporation (AOI)

B) Audited Financial Statements (AFS)

C) General Information Sheet (GIS)

D) Certificate of Filing of By-Laws

C) General Information Sheet (GIS)

A manufacturing company in Laguna plans to issue new shares out of its unissued capital stock to a new foreign investor group. A minority shareholder objects, claiming he has the right to buy a portion of those shares first to prevent his 10% stake from shrinking. What right is he practicing?

A) Appraisal Right

B) Pre-emptive Right

C) Right of First Refusal

D) Voting Right

B) Pre-emptive Right

11. A major energy firm is building a wind farm in Ilocos. The planning team is scanning the horizon for new green energy tax breaks, changing climate rules, and rising community expectations for clean power. Which strategic planning tool helps them track these external macro factors?

A) BCG Matrix

B) PESTEL Analysis

C) Porter's Five Forces

D) Balanced Scorecard

B) PESTEL Analysis

Company X and Company Y agree to combine. Company X absorbs all the assets, liabilities, and operations of Company Y. Company Y is legally dissolved, while Company X survives under its original name. What type of corporate restructuring is this?

A) Consolidation

B) Joint Venture

C) Merger

D) Spin-off

C) Merger

13. A commercial bank in Manila tracks its quarterly performance using a scorecard divided into four perspectives: Financial Health, Customer Satisfaction, Internal Processing Speed, and Employee Training. What execution tool is this bank using?

A) Ansoff Matrix

B) Balanced Scorecard

C) SWOT Analysis

D) Value Chain Analysis

B) Balanced Scorecard

A private school organized as a non-stock, non-profit corporation ends its fiscal year with a financial surplus from tuition fees. The trustees want to give out a portion of this surplus as cash bonuses to the school's founders. Is this legal under Philippine corporate law?

A) Yes, provided the payout is approved by a majority vote of the trustees.

B) Yes, because a surplus can always be distributed as a dividend.

C) No, because assets and income of a non-stock corporation cannot be distributed as dividends to members.

D) No, because all surpluses must automatically be given to the government.

C) No, because assets and income of a non-stock corporation cannot be distributed as dividends to members.

The SEC discovers that a firm operating out of Bonifacio Global City (BGC) is selling fake digital tokens to the public without a license. To protect the public instantly before a full court trial, what immediate order can the SEC issue?

A) Writ of Execution

B) Cease and Desist Order (CDO)

C) Search Warrant

D) Articles of Dissolution

B) Cease and Desist Order (CDO)