Brilmar Agro-Industrial Development and Realty Corporation

June 30, 1987 Brilmar Agro-Industrial Development and Realty Corporation c/o Ms. Ma. Isabel M. Tenorio 3312 Zapote Street Makati, Metro Manila Madam: This has reference to your letter dated June 24, 1987, requesting for the opinion of this Commission on whether or not said corporation can purchase real estate properties wherein the corporation shall pay the owner of the real estate in shares of stock. The said share is still within the authorized capital stock of the corporation. Relative thereto, Sec. 62 of the Corporation Code provides, and we quote: "SECTION 62. Consideration for stocks Stock shall not be issued for a consideration less than the par or issued price thereof. Consideration for the issuance of stock may be any or a consideration of any two or more of the following: xxx xxx xxx 2. Property, tangible or intangible, actually received by the corporation and necessary or convenient for its use and lawful purpose at a fair valuation equal to the par or issued value of the stock issued. xxx xxx xxx Where the consideration is other than actual cash, or consists of intangible property such as patents or 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." xxx xxx xxx From the foregoing, there is no doubt that the corporation can purchase real property provided the same is actually received by the corporation and necessary for its use and lawful purposes at a fair valuation equal to the par or issued value of the stock issued. Valuation of the property, however, is subject to the approval by this Commission. ( Ltr. to Quezon Capital Rural Bank, Inc. dated June 4, 1984 ) Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman