Central Azucarera De Bais

September 6, 1995 Central Azucarera De Bais 5th Flr. Legaspi Towers 200 Paseo de Roxas, Makati Metro Manila Attention : Ms . Jane N . Yu Assistant Manager M a d a m : This refers to our letter dated August 24, 1995, inquiring whether or not your corporation can offer its unissued shares to existing stockholders at a price above par value. The Corporation Code provides: "SECTION 62. Consideration of stocks . Stocks shall not be issued for a consideration less than the par or issued price thereof. xxx xxx xxx." It is implied from the above provision that the corporation may issue shares of stock at any price, provided it is not less than par .The par value does not necessarily reflect the present true value of shares of stock inasmuch as the book/actual market value thereof fluctuates. Thus, it was held that "An agreement by subscribers to pay more than the par for their stock is not ultra vires as an attempt to increase the par value of the stock, but is valid and enforceable according to its terms." (11 Fletcher 5183, citing Grone v. Economic Life Ins. Co. (Del. Ch) 80 A 809; Esgen v. Smith, 113, Iowa 25, 84 NW 954) Therefore, your query is answered in the affirmative. (SGD.) PERFECTO R. YASAY, JR. Acting Chairman