Mr. K.D.M. Asuncion

August 21, 1985 Mr. K.D.M. Asuncion A. Soriano Corporation A. Soriano Building 8776 Paseo de Roxas cor. Ayala Ave., Makati, MM Dear Mr. Asuncion: This is in reply to your letter dated July 24, 1985 requesting a ruling on whether the corporate secretary is obliged to preserve canceled stock certificates and if in the affirmative, what the holding period is; and alternatively, whether canceled stock certificates which have been microfilmed be disposed of. cdll The matter of keeping and destroying canceled stock certificates depends on the internal policies of a corporation. Well known authorities state the following corporate practices: "The policy regarding preservation of canceled certificates of stock varies among corporations. Many preserve them indefinitely. Others cremate canceled certificates periodically. In a typical case, this is done every seven years, but only after the material has been microfilmed. Another transfer department, under standing order of the Board of Directors, cremate canceled certificates automatically after ten years. Corporate transfer agents may destroy canceled certificates upon specific instructions from the corporation after a stated period of years. The latter is the more usual practice. The rules of the Interstate Commerce Commission provide that railroads may, under certain conditions, destroy canceled certificates or the bonds. The Treasury Department requires that canceled certificates bearing tax stamps must be kept for four years before destruction. . . . The trend is for both stock transfer departments and stock transfer agents to microfilm certificates and bonds before destruction. . . . ." (Doris and Friedman, III Corporate Secretary's Encyclopedia, p. 1074, 1958 Edition). Please be advised accordingly. LexLib Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner