THE CORPORATION CODE OF THE PHILIPPINES (BATAS PAMBANSA BILANG 68). Section Rules of distribution. - In case dissolution of a non-stock. Batas Pambansa Bilang THE CORPORATION CODE OF THE PHILIPPINES. Be it enacted by the Batasang Pambansa in session assembled: TITLE I. The New Corporation Code of the Philippines, (Batas Pambansa Blg. 68): With New Amendments to Banking Laws, Batas Pambansa Blg. 61, 62, 63, 64, 65, and.


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Provided, further, That there shall always be a class or series of shares which have complete voting rights.

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Any or all of the shares or series of shares may have a par value or have no par value as may be provided for in the articles of incorporation: Provided, however, That banks, trust companies, insurance companies, public utilities, and building and loan associations shall not be permitted to issue no-par value shares of stock.

Preferred shares of stock issued by any corporation may be given preference in the distribution of the assets of the corporation in case of liquidation and in the distribution of dividends, or such other batas pambansa bilang 68 as may be stated in the articles of incorporation which are not violative of the provisions of this Code: Batas pambansa bilang 68, That preferred shares of stock may be issued only with a stated par value.

The board of directors, where authorized in the articles of incorporation, may fix the terms and conditions of preferred shares of stock or any series thereof: Provided, That such terms and conditions shall be effective upon the filing of a certificate thereof with the Securities and Exchange Commission.

Shares of capital stock issued without par value shall be deemed fully paid and non-assessable and the holder of such shares shall not be liable to the corporation or to its creditors in respect thereto: Provided; That shares without par value may not be issued for a consideration less than the value of five P5.

Provided, further, That the entire consideration received by the corporation for its no-par value shares shall be batas pambansa bilang 68 as capital and shall not be available for distribution as dividends.

A corporation may, furthermore, classify its shares for the purpose of insuring compliance with constitutional or legal requirements. Actual cash paid to the corporation; 2.

Property, tangible or intangible, actually received by the corporation and necessary or batas pambansa bilang 68 for its use and lawful purposes at a fair valuation equal to the par or issued value of the stock issued; 3.

Labor performed for or services actually rendered to the corporation; 4. Previously incurred indebtedness of the corporation; 5. Amounts transferred from unrestricted retained earnings to stated capital; and 6.

Outstanding shares exchanged for stocks in batas pambansa bilang 68 event of reclassification or conversion. Where the consideration is batas pambansa bilang 68 than actual cash, or consists of intangible property such as patents of copyrights, the valuation thereof shall initially be determined by the incorporators or the board of directors, subject to approval by the Securities and Exchange Commission.


Shares of stock shall not be issued in exchange for promissory notes or future service. The same considerations provided for in this section, insofar as they may be applicable, may be used for the issuance of bonds by the corporation.


The issued price of no-par value shares may be fixed in the articles of incorporation or by the board of directors pursuant to authority conferred upon it by the articles of incorporation or the by-laws, or in the absence thereof, by the stockholders representing at least a majority of the outstanding capital stock at a meeting duly called for the purpose.

Certificate of stock and transfer of shares. Shares of stock so issued are personal property and may be transferred by delivery of the certificate batas pambansa bilang 68 certificates indorsed 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.

No shares of stock batas pambansa bilang 68 which the corporation holds any unpaid claim shall be transferable in the books of the corporation.


Issuance of stock certificates. Liability of directors for watered stocks. Interest on unpaid subscriptions. If no rate of interest is fixed in the by-laws, such rate shall be deemed to be the legal rate.