Philippine Bar review · Question

Practice question: Confusion

Multiple Choice Hard

Practice question

A corporation owes its sole shareholder a valid loan. They remain separate persons, and no transfer, payment, veil-disregard basis or other extinction exists. The company invokes ownership of all shares as confusion. Which is correct?
  1. Share ownership alone does not merge the two legal characters in one person.
  2. Every shareholder loan is automatically extinguished.
  3. The company name must be ignored because there is one shareholder.
  4. Only the amount of stationery determines merger.
  5. The shareholder necessarily owes the company the same debt.

Legal references

  • Civil Code Articles748,1236-1237,1270-1299 and1302: https://lawphil.net/statutes/repacts/ra1949/ra_386_1949.html
  • RA11232 Section2, separate corporate entity: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html

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