What is the general rule regarding the transferability of membership and rights in a nonstock corporation?
The general rule established by the Code is that membership in a nonstock corporation, along with all rights arising therefrom, are personal and non-transferable (SEC. 89, Revised Corporation Code of the Philippines). This rule distinguishes nonstock membership from share ownership, which is generally transferable. However, the articles of incorporation or the bylaws retain the power to provide otherwise, allowing for exceptions to the non-transferability rule if deemed necessary for the corporation’s specific structure. This emphasizes the personal nature of membership unless corporate documents dictate otherwise.
31 October 2025
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