Mr. Bonifacio D. Marines

March 15, 1983 Mr. Bonifacio D. Marines Cruz, La Trinidad Benguet Province Sir : This has reference to your letter dated February 29, 1983 requesting opinion of this Commission as to who can vote on the shares of stock of a deceased shareholder. You claim in your letter that a deceased stockholder left some substantial shares in a certain corporation. His widow inherited the same upon his demise, she being the legal administratrix of his estate. The shares of stock though are still in the decedent's name because the properties he left are still under litigation. LibLex Your query is: Can the widow use said shares of stock in the forthcoming election of the board of directors at the stockholders' meeting to be held in April? The provision of the Corporation Code of the Philippines (Batas Pambansa Blg. 68) pertinent to your query explicitly states: "SECTION 55. Right to vote of pledgors , mortgagors and administrators .... Executors, administrators, receivers, and other legal representatives duly appointed by the court may attend and vote in behalf of the stockholders or members without need of any written proxy." (Emphasis supplied). The language of the law is plain, free from ambiguity, and expresses a single, definite and clear meaning. Hence, it must be interpreted literally and given effect as expressed by the words, "a verbis legis non est recedendum" (CF. Gonzaga, Statutes and Their Construction, p. 87).Thus, the administrator of the decedent must be duly appointed by the regular courts and once appointed, may attend and vote in behalf of the deceased stockholder without need of any written proxy notwithstanding the fact that the shares have not yet been transferred into her name in the stock and transfer book of the corporation. However, the administratrix should present proof or evidence of her judicial appointment. Please be guided accordingly. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner