DOCTRINE OF INDIVISIBILITY OF SHARES (S.

63)

Transfer Subscriptions:

(1) Fully paid = yes

(2) Partially paid

Example:

Stockholder “A” = 50,000 shares; 25% paid (unpaid is 37,500 shares)

“A” cannot retain 5,000 shares and assign to:

“B” – 18,750 shares

“C” – 18,749 shares

“D” – 1 share

BUT “A” can:

Transfer all 50,000 shares to “C” (single transferee) subject to the following conditions:

(1) corporation consents to the transfer (Art. 1293, NCC)

(2) transfer is recorded in the books of the corporation