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 to issuing stock for non-cash consideration valued in excess of its fair value. Critically, any director or officer having knowledge of the insufficient consideration who does not file a written objection with the corporate secretary shall also be liable. All these liable persons are held solidarily with the stockholder concerned for the difference between the value received and the par or issued value of the stock.
02 November 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/.
