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 articles of incorporation changes or restricts the rights of any stockholder, or extends or shortens the corporate term. The right also arises in case of the sale, lease, exchange, or other disposition of all or substantially all of the corporate property and assets. Furthermore, the right is triggered in case of a merger or consolidation of the corporation. Finally, appraisal rights may be exercised in case of the investment of corporate funds for any purpose other than the primary purpose of the corporation, provided such investment was duly ratified by stockholders.
31 October 2025
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