Europhil Shipping Agency, Inc.

June 23, 1987 Europhil Shipping Agency, Inc. P. O. Box 547, Manila Attention : Ms . Emelita G . Olaer Treasurer Sir/Madam: This relates to your letter, dated June 17, 1987, requesting the opinion of this Commission as to whether or not a stockholder can withdraw his investment from the corporation and be entitled to a refund of his investment in the course thereof. In reply, please be informed that the Corporation Code of the Philippines does not confer upon any stockholder the right to demand refund of his investment conformably to the general rule that the subscription to the capital stock of a corporation constitutes a trust fund for the benefit of the creditors and no valid agreement can be made by which a subscriber can be relieved therefrom. ( SEC letter to Mr. Benigno Alfaro, dated September 16, 1985 , citing Fletcher, Cyc. Corps., 1947). Moreover, "A contract of subscription is, at least in the sense which creates an estoppel, a contract among the several subscribers. For this reason, no one of the subscribers can withdraw from the contract without the consent of all the others and thereby diminish without the universal consent, the common fund in which all have acquired an interest. (Agbayani, Commercial Laws of the Philippines, Vol. 3, 1984 ed.. p. 455-456, citing Lingayen Gulf Electric Power Co. v. Baltazar, GR No. L-4824, June 30, 1953, 49 O.G. 809). Please be guided accordingly. cdll Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner