How must a dissenting stockholder exercise the right of appraisal, and what is the deadline?
A dissenting stockholder who votes against the proposed corporate action must exercise the right of appraisal by making a written demand on the corporation for the payment of the fair value of shares held (SEC. 81, Revised Corporation Code of the Philippines). This written demand must be made within thirty (30) days from the date on which the vote was taken. Failure to make this demand within the specified period shall be legally deemed a waiver of the appraisal right. If the proposed corporate action is implemented, the corporation must pay the stockholder the fair value of their shares as of the day before the vote was taken, upon surrender of the stock certificate, excluding any appreciation or depreciation due to the corporate action itself.
31 October 2025
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Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
