Ms. Editha Cabral

November 26, 1998 Ms. Editha Cabral 264-C Jalandoni St., Iloilo City M a d a m : This refers to your letter dated May 14, 1998 seeking advise as to what legal remedies can be done regarding your desire to sell your shares of stocks in the Cabral Fishpond Industry Corporation under the circumstances mentioned therein. LexLib It is well-settled that shares of stock in a corporation are personal property, and as such, the owner thereof has an inherent right, as an incident of his ownership, to sell and transfer the same at will, except insofar as the right may be restricted by the charter of the corporation, or the general law, or by a valid by-law or by a valid agreement between him and the corporation, provided that the transfer is in good faith and to a person capable of assuming the obligation of a stockholder. In the absence of such restrictions, a bonafide transfer does not require the consent of the corporation, and cannot be prevented by it or by its officers. (SEC Opinion dated June 8, 1995, citing previous SEC opinions). Likewise, transfer of shares from existing stockholders to other parties need not be reported to or approved by the Commission because the question of whether or not such transfer should be recorded in the corporate books is a matter that only the corporation itself can resolve. (SEC Opinion dated October 9, 1995, citing previous SEC opinions) Registration of transfer of shares of stock in the stock and transfer book of the corporation is a function which usually pertains to that of the corporate secretary. In case of refusal of the corporate secretary to record the transfer, specific performance and mandamus are the common remedies to compel the recording of the transfer. Hence, 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. llcd Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department