Practice question
A consolidation becomes effective. The new entity accepts constituent cash but rejects their valid subscription receivables, arguing it may pick which categories vest while invoking Section 79 only for favorable assets. No independent release exists. Which is correct?
- Section 79 applies only to assets the new entity likes
- Only banknotes can vest
- Subscription debt automatically becomes a gift
- The statutory vesting expressly includes those receivables; a selective assertion does not erase them.
- All subscribers must first sign a second identical subscription
Legal references
- Revised Corporation Code, RA 11232, Section 79: https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463
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