CPALE RFBT (Regulatory Framework for Business Transactions) Review

CPALE RFBT (Regulatory Framework for Business Transactions) Review

RFBT is the lightest-weighted CPALE subject at 10% (vs 16% for the other five). But the 65% floor rule still applies — you can't skip RFBT and pass.

The 70 items cover Civil Code provisions on Obligations and Contracts and Sales, the Negotiable Instruments Law, the Revised Corporation Code (RA 11232), Insurance Code, Labor Code basics, and Anti-Money Laundering Act.

This post is the topic-by-topic plan that the CPALE 2026 pillar guide hands off to.

What PRC actually asks

Approximate item distribution:

Obligations and Contracts (heaviest block)

Drill list:

Obligations:

• Sources: law, contracts, quasi-contracts, delicts, quasi-delicts
• Kinds: pure, conditional (suspensive vs resolutory), with a period, alternative, joint vs solidary, divisible vs indivisible, with penal clause
• Modes of extinguishment: payment, loss of thing, condonation, confusion, compensation, novation, prescription, fortuitous event, annulment, rescission

Contracts:

• Essential requisites: consent, object, cause
• Vices of consent: error, violence, intimidation, undue influence, fraud
• Form requirements: when in writing, when notarised, Statute of Frauds
• Defective contracts: rescissible, voidable, unenforceable, void
• Reformation
• Interpretation rules

PRC items frequently present scenarios with multiple parties and ask which party can demand what.

Sales

• Definition + characteristics (consensual, principal, onerous, commutative, bilateral, nominate)
• Distinguished from: barter, dation in payment, contract for piece of work
• Object of sale (existing, future, etc.)
• Price (certain in money or its equivalent)
• Capacity to buy or sell
• Effects of contract: ownership transfer, risk of loss
• Warranties: express, implied (against eviction, against hidden defects)
• Remedies of unpaid seller
• Equitable mortgage vs absolute sale
• Conventional and legal redemption

Negotiable Instruments Law (Act 2031)

• Negotiable instruments: promissory note, bill of exchange, check
• Requirements for negotiability (Section 1)
• Signed in writing, unconditional promise/order to pay sum certain in money, payable on demand or at fixed/determinable future time, payable to order or to bearer, drawee designated with reasonable certainty
• Negotiation: by indorsement + delivery (order paper) vs delivery alone (bearer paper)
• Indorsement types: special, blank, restrictive, qualified, conditional
• Holder in due course (HDC) requirements + rights
• Personal vs real defences
• Liability of parties: maker, drawer, indorser
• Discharge of instrument

Revised Corporation Code (RA 11232)

Drill the 2019 RCC changes from the old Corporation Code:

• One-Person Corporation (OPC) — new under RCC
• Removal of minimum number of incorporators (was 5; now 1-15)
• Perpetual term default (was 50 years)
• Corporate powers
• By-laws
• Stockholders meetings, voting
• Board of directors: qualifications, term, vacancies
• Corporate officers: chairperson, president, treasurer, corporate secretary, compliance officer
• Corporate liability theories: piercing veil, alter ego
• Foreign corporations (license to do business)
• Mergers + consolidations
• Dissolution + liquidation

PRC items frequently test the OPC provisions.

Partnership (Civil Code)

• Definition: contract of two or more persons binding to contribute money, property, or industry to common fund with intention of dividing profits
• Universal vs particular partnership
• General vs limited partnership
• Rights and obligations of partners
• Dissolution causes
• Distinguished from corporation, joint venture

Insurance Code

• Insurable interest
• Concealment, representation, warranty
• Premium payment
• Loss + claim procedure
• Subrogation
• Marine, fire, casualty, life insurance basics

Labor Code basics

• Employer-employee relationship
• Regular, project, seasonal, casual employment
• Probationary employment (6-month rule)
• Termination: just causes vs authorised causes
• Due process: substantive + procedural
• Constructive dismissal
• 13th month pay (PD 851)
• SSS, PhilHealth, Pag-IBIG basics

Banking laws

• General Banking Law (RA 8791)
• New Central Bank Act (RA 7653 as amended by RA 11211)
• Secrecy of bank deposits (RA 1405)
• Foreign currency deposit secrecy (RA 6426)

AMLA + other special laws

• Anti-Money Laundering Act (RA 9160 as amended)
• Covered persons + covered transactions + suspicious transactions
• Reporting requirements
• Other relevant: Data Privacy Act (RA 10173), Bouncing Checks Law (BP 22)

A 4-week RFBT drilling plan

Realistic RFBT scores

Aim for 75+ to comfortably clear the 65 floor.

Where Super Tutor fits

Super Tutor's CPALE RFBT track covers Obligations + Contracts + Negotiable Instruments + Corporation Code with item drilling. Free tier opens Obligations; the Focused plan (₱49/week, ₱249/month, ₱1,999/year) opens Negotiable Instruments + Corporation + Insurance + mocks.

What to read next

The CPALE 2026 pillar guide covers the full review. Other Day-2 subjects: MAS, Taxation.