Mr. Kurt Winiger

June 23, 1993 Mr. Kurt Winiger P.O. Box 91 Kidapawan, North Cotabato S i r : This refers to your letter of May 7, 1993 requesting information on the legality of the alleged refusal of Anscor, Ayala Corporation, Philex Mining, San Miguel Corporation and Paper Industries Corporation to transfer the shares of your deceased mother in your name. llcd As stated, your mother died on November 20, 1992. Her estate is in form of shares of stocks in the abovementioned corporations. The estate was settled extra-judicially. Having paid the estate tax to the BIR, you submitted all the stock certificates together with all the stipulated requirements to the above-mentioned corporations expecting that the stock certificates in the name of your mother will be transferred under the name of the beneficiaries. However, you were informed that you still have to wait for two (2) years before the stock certificates in the name of your late mother can be transferred under the name of the beneficiaries. Hence, your present request for legal opinion on the matter. It is well settled that to transfer the shares of stock in favor of the heirs of a deceased stockholder, a judicial or extra-judicial partition of his estate is necessary if he died intestate or without a will, subject to other legal requirements, under existing internal revenue laws. Thus, assuming that there has been a valid extra judicial settlement on the estate of the deceased and the other legal requirements for transfer of shares under existing laws have been complied with, it would be a ministerial duty on the part of the corporation to register the transfer in the name of the legal heir. If a corporation wrongfully refuses to record a transfer of shares when it has the power and is under an obligation to record the same, it may be compelled to do so by a suit in equity for specific performance or mandamus. Mandamus is an appropriate remedy to compel the recording where the conditions, facts and circumstances of a given case bring it within the legal rules which govern the granting of the writ. Mandamus will lie to compel the corporation to register the transfer of stock if the transferee seeking relief has performed and complied with all the statutory requirements for a valid transfer of shares. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman