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Philippine Bar review · Question

Practice question: Corporate Powers

Multiple Choice Medium Jurisprudence

Practice question

A corporation proposes an investment reasonably necessary to accomplish its primary purpose stated in its articles. All other applicable requirements are satisfied. Does section 41 invariably require shareholder approval for that investment?
  1. No; its proviso dispenses with shareholder or member approval for an investment reasonably necessary to accomplish that primary purpose.
  2. Yes; even the express proviso requires unanimity.
  3. Yes; the primary purpose is legally irrelevant.
  4. No; because all corporate investments are exempt from all law.
  5. Yes; only a private lender can approve any corporate investment.

Legal references

  • Revised Corporation Code, RA 11232, sections 35, 39, 41 and 44, https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463

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