Commercial Law, 2014 Bar — Question XIX

ESSAY

Guetze and his wife have three (3) children: Neymar, 25, who is now based in Rio de Janeiro, Brazil; Muelter, 23, who has migrated to Munich, Germany; and James, 21, who resides in Bogota, Colombia. Neymar and Muelter have since renounced their Philippine citizenship in favor of their country of residence. Nearing 70 years old, Guetze decided to incorporate his business in Binondo, Manila. He asked his wife and three (3) children to act as incorporators with one (1) share of stock each, while he owned 999,996 shares of the 1,000,000 shares of the capital stock. (6%) (A) Assuming all other requirements are met, should the Securities and Exchange Commission (SEC) accept or reject the Articles of Incorporation? Why? (B) Being the control freak and micro-manager that he is, Guetze asked you — his astute legal adviser — if he can serve as Chairman of the Board of Directors, as President, and as General Manager of the corporation, all at the same time. Please advise Guetze. (C) Assuming the corporation has been properly registered, may the Articles of Incorporation now be amended to reduce the number of directors to two (2) — Guetze and his wife — to reflect the real owners of the shares of stock?

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