Who has the right to vote shares in a stock corporation when the shares are subject to a security interest?
In cases where a stockholder grants a security interest in their shares (like a pledge or chattel mortgage), the stockholder-grantor shall retain the right to attend and vote at meetings of stockholders (SEC. 54, Revised Corporation Code of the Philippines). The secured creditor will only have the right to vote if the stockholder-grantor expressly transfers such right to the creditor in writing. This written grant must also be officially recorded in the appropriate corporate books to be valid. Separately, court-appointed executors, administrators, and receivers may vote on behalf of the stockholders without needing a written proxy.
31 October 2025
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