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LEGAL OPINION; Transfer of Shares of stock; Estate;

Without the settlement of the decedents estate, there can be no definite
partition and distribution of the estate to the heirs. Without the partition and
distribution, there can be no registration of the transfer. And without the
registration, we cannot consider the transferee-heir a stockholder who may
invoke the existence of an intra- corporate relationship as premise for an
intracorporate controversy within the jurisdiction of a special commercial
court. (Reyes vs. Zenith Insurance Corp., G.R. No. 165744, August 11, 2008)
In order to transfer shares of stock that Corporation code requires:
Sec. 63. Certificate of stock and transfer of shares. - The capital stock
of stock corporations shall be divided into shares for which certificates signed
by the president or vice president, countersigned by the secretary or
assistant secretary, and sealed with the seal of the corporation shall be
issued in accordance with the by-laws. Shares of stock so issued are personal
property and may be transferred by delivery of the certificate or certificates
endorsed by the owner or his attorney-in-fact or other person legally
authorized to make the transfer. No transfer, however, shall be valid,
except as between the parties, until the transfer is recorded in the
books of the corporation showing the names of the parties to the
transaction, the date of the transfer, the number of the certificate or
certificates and the number of shares transferred.(corporation codE)
No shares of stock against which the corporation holds any unpaid claim shall
be transferable in the books of the corporation.
Before any transfer of the shares of stock may be recorded in the books of the
Section 11. Effect of Non-Payment of Tax No sale, exchange, transfer or
similar transaction intended to convey ownership of, or title to any
share of stock shall be registered in the books of the corporation
unless the receipts of payment of the tax herein imposed is filed
with and recorded by the stock transfer agent or secretary of the
corporation. It shall be the duty of the aforesaid persons to inform the
bureau of Internal Revenue in case of non-payment of tax. Any stock transfer
agent or secretary of the corporation or the stockbroker, who caused the
registration of transfer of ownership or title on any share of stock in violation
of the aforementioned requirements shall be punished in accordance with the
provisions of Title X, Chapter I and II of the Tax Code, as amended
Clarified by:
REVENUE MEMORANDUM CIRCULAR NO. 37-2012(clarification)
In order to transfer ownership of shares of stock not traded in the stock
exchange, it is necessary to secure a CAR pursuant to the process laid down
in RMO No. 15-03. The Receipts of the payment of the tax should also be filed
with the and recorded by the secretary of the corporation pursuant to Section
11 of RR 06-08