What happens if a corporation and a withdrawing stockholder cannot agree on the fair value of shares during the appraisal process?
If the withdrawing stockholder and the corporation fail to agree on the fair value of the shares within sixty (60) days from the approval of the corporate action, the value must be determined and appraised by three disinterested persons (SEC. 81, Revised Corporation Code of the Philippines). The stockholder names one appraiser, the corporation names another, and the two thus chosen select a third. The findings of the majority of these three appraisers shall be considered final, and the resulting award must be paid by the corporation within thirty (30) days after the award is made. Critically, no payment shall be made to any dissenting stockholder unless the corporation has unrestricted retained earnings in its books to cover such payment.
02 November 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/.
