QuestionsQuestions (Act No. 3741)
Act No. 3741 amends Section 52 of Act No. 1459, known as the Corporation Law.
Business corporations must keep a book known as the “Stock and transfer book.”
It must record: (1) all stock; (2) the names of stockholders or members, alphabetically arranged; (3) installments paid and unpaid on all subscribed stock and the date of payment of installments; (4) every alienation, sale, or transfer of stock, with the date and parties; and (5) such other entries as the by-laws may prescribe.
It must be kept in the principal office of the corporation.
Inspection is allowed to any director, stockholder, or member at reasonable hours.
A corporation may open a share register in any state or territory of the United States and may employ agents to keep that register and record transfers made in that state or territory (or elsewhere).
Transfers must be recorded by the agent(s) in the share register, and the register should show the names of parties, date of transfer, number of the certificate, and number of shares transferred.
No. The transfer is not valid except as between the parties until it is noted on the share register to show the required particulars.
It is valid between the parties even before it is noted on the share register; however, it is not valid against others until properly noted.
It must show: the names of the parties to the transaction, the date of the transfer, the number of the certificate, and the number of shares transferred.
It is a condition for the transfer’s validity beyond the parties; without notation, the transfer is not fully valid (except inter se).
By-laws may prescribe “such other entries” to be made in the stock and transfer book.
Yes. It requires recording the installments paid and unpaid on subscribed stock, and the date of payment of any installments.
A statement of every alienation, sale, or transfer; the date thereof; and by and to whom made.
It shall take effect upon its approval.