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4
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T
   
2             1                    
5
     
    4 E  A  D  L  O  C  K 
D
3 O  R  M  A  T  I  O  N   
F
    1  
6
       
  5 I  R  E  C  T  O  R  S   
D
       
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2 9
  6                    
    1
7
    7        
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  8                      
     
     
1           9                    
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0

Group No.:_______

Across

1. All its issued stock, exclusive of ________________ shall be held of record by not more
than a specified number of persons, not exceeding 20.
 2. A transfer of shares of stock in breach of qualifying conditions would justify the
corporation through the ______________ to refuse to register the transfer
of stock.
3. Agreement by and among stockholders executed before the _______ and organization of
a close corporation.
4. SEC 104
5. Before or after such action is taken, written consent thereto are all signed by all the
_______.
6. Identity and _________ of each shareholder are important to his associates.
7. Number of Articles of Incoporation provides.
8. Stockholder in a close corporation are very much like members in a __________.
9. A law that is said that the management of corporation is vested in its directors.
10. Number of host of reasons for keeping out stranger.
11. Management is usually divorced from ownership.
12. The effect of the amendment is to terminate the status of the corporation as a ______
corporation.

Down

5. The provisional director's compensation shall be determined by agreement between

corporation and provisional ___________.
13. The articles of incorporation of a close corporation may provide that the business of the
corporation shall be managed by the _________ of the corporation rather than by a board
of directors.
14. Such restriction must appear in the Articles of _________ and in the by laws, as well as
in the certificate of stock, they shall not be binding in any purchaser. thereof in good
faith.
15. The term ____ as used in section 99, is not limited to a transfer for value.
16. Section 98 imposes ____ conditions for the validity of restriction on the right to transfer
shares.
17. A close corporation has been described as a corporation ____ and a partnership ____.
18.
19. The stockholders of the corporation shall be subject to all _________ of directors.

Essay

1. What is a close corporation?

2. Explain briefly, the valid agreements of stockholders.

3. Kai is a stockholder of SM Corporation, later on he decided to withdraw from the corporation and
compels the corporation to purchase his shares at its fairvalue at the time of withdrawal. Is his
demand to the corporation proper?