What information must be contained in the Stock and Transfer Book? Stock corporations must keep a stock and transfer book, which contains a record of all stocks in the names of the stockholders, arranged alphabetically (SEC. 73, Revised Corporation Code of the Philippines). This book must detail the installments paid and unpaid on all subscribed […]
What information must be contained in the Stock and Transfer Book? Read More »
When is the deadline for a corporation to furnish a stockholder with its most recent financial statement upon written request? A corporation is mandated to furnish a stockholder or member with its most recent financial statement within ten (10) days from receipt of their written request (SEC. 74, Revised Corporation Code of the Philippines). The
What vote is required from the boards and the stockholders for the approval of a plan of merger or consolidation? Upon the board of directors or trustees of each constituent corporation approving the plan of merger or consolidation by a majority vote, the plan must then be submitted for approval to the owners (SEC. 76,
What is the final step for a merger or consolidation to become legally effective? The articles of merger or consolidation, after being signed and certified by the constituent corporations, must be submitted to the SEC for its approval (SEC. 78, Revised Corporation Code of the Philippines). If the corporations involved are special corporations (such as
What is the final step for a merger or consolidation to become legally effective? Read More »
What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations? Upon the effectiveness of the merger or consolidation, the surviving or consolidated corporation shall possess all the rights, privileges, immunities, and franchises of each constituent corporation (SEC. 79, Revised Corporation Code of the Philippines). All real and
What financial condition must be met before a certificate of stock can be issued to a subscriber? No certificate of stock shall be issued to a subscriber until the full amount of the subscription has been paid (SEC. 63, Revised Corporation Code of the Philippines). In addition to the principal subscription amount, any interest and
What are the four instances where a stockholder of a corporation may exercise the right of appraisal? A stockholder is granted the right to dissent and demand payment of the fair value of their shares in four primary instances (SEC. 80, Revised Corporation Code of the Philippines). These include cases where an amendment to the
What is the liability imposed on directors or officers for issuing watered stocks? A director or officer who consents to the issuance of stocks for a consideration less than its par or issued value is personally liable for the difference (SEC. 64, Revised Corporation Code of the Philippines). Liability also extends to those who consent
What is the liability imposed on directors or officers for issuing watered stocks? Read More »
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
How is the interest rate determined for unpaid subscriptions, and what is the penalty for failure to pay the subscription balance when due? Subscribers are liable to the corporation for interest on all unpaid subscriptions from the date of subscription, provided this interest is stipulated in the subscription contract (SEC. 65, Revised Corporation Code of
