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Philippine Bar review · Question

Practice question: Sale of Delinquent Shares

Multiple Choice Hard

Practice question

No qualifying outside bidder appears, and the corporation lawfully bids under Section67. Management proposes to vest only half the covered shares in the corporation while recording the full statutory amount as paid, despite the paragraph’s stated all-shares rule. No separate lawful transaction applies. Which is best?
  1. Section67’s specified route vests all covered shares in the corporation as treasury shares
  2. Management may ignore the all-shares text at will
  3. The shares necessarily become the secretary’s assets
  4. The unpaid subscription remains wholly unchanged despite the statutory credit
  5. The Code forbids every corporate bid

Legal references

  • RA11232 Revised Corporation Code: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html Section67, especially corporate bid, treasury-share and notice provisions.

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