What is the dual basis for a stockholder to compel the corporation to purchase shares or compel its dissolution in a close corporation?
A stockholder of a close corporation may compel the corporation to purchase their shares at fair value, which must be not less than the par or issued value, only when the corporation has sufficient assets in its books to cover its debts and liabilities exclusive of capital stock (SEC. 104, Revised Corporation Code of the Philippines). Alternatively, any stockholder may compel the dissolution of the corporation by written petition to the SEC if any acts of the directors, officers, or those in control of the corporation are illegal, fraudulent, dishonest, oppressive or unfairly prejudicial to the corporation or any stockholder. Dissolution may also be compelled if corporate assets are being misapplied or wasted. This provides strong remedies for minority stockholders in closely held companies.
30 October 2025
About Nicolas and De Vega Law Offices
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/.
