Lincoln L. Tan, Jr.

March 25, 1992 Lincoln L. Tan, Jr. 2nd Floor, Belman II Building Quezon Avenue corner Cordillera St., Quezon City, M.M. S i r : This refers to your letter of March 12, 1992 requesting opinion whether an assignee of shares of stock pursuant to a Deed of Assignment, which has been duly registered in the stock and transfer book of the corporation, is entitled to notice and can exercise the right to vote in stockholders' meeting despite the non-issuance by the corporation of the stock certificate covering the shares transferred. LibLex It is well settled that one may own shares of corporate stock without possessing a certificate thereof. A certificate of stock is a mere evidence of the holder's ownership of stock and is not necessary to render one a stockholder. The " stock and transfer book " is ordinarily admissible and generally regarded as the best evidence of stock ownership. "In the absence of judicial determination that stock is invalid, persons in whose names stands on company's books have the right to vote it." (Fletcher sec. 2033 citing Bacich v. Northland Transp. Co.,185 Minn 544, 242 MW, 379, 382) The pertinent provisions of the Corporation Code provide, thus: "SECTION 24. Election of directors or trustees . ...In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing at the time fixed in the by-laws, in his own name on the stock books of the corporation ,where the by-laws are silent at the time of the election; ..." (Emphasis supplied) "SECTION 50. Regular and special meetings of stockholders or members . Regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed, on any date in April of every year as determined by the board of directors or trustees: Provided, That written notice of regular meetings shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws. ..." (Emphasis supplied) Accordingly, the issuance of certificate of stock is not a condition precedent to the right of a stockholder to vote at stockholders meeting. For as long as the assignment or transfer of shares is duly recorded in the "stock and transfer book" of the corporation, the recorded transferee is considered a stockholder of record and is entitled to all the rights of a stockholder. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman