How is the term “outstanding capital stock” defined under the Revised Corporation Code?
The term “outstanding capital stock” is defined as the total shares of stock issued under binding subscription contracts to subscribers or stockholders (SEC. 173, Revised Corporation Code of the Philippines). This total includes shares whether they are fully paid or only partially paid. Significantly, treasury shares are explicitly excluded from this definition, as they do not represent outstanding ownership interests while held by the issuing corporation. This definition is crucial for determining voting percentages, quorum requirements, and other ratios based on ownership.
02 November 2025
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