Osias Colleges, Inc.

April 25, 1989 Osias Colleges, Inc. Tarlac, Tarlac Attention : Ms . Avelina L . Osias Madam : This has reference to your letter dated September 5, 1988, requesting the opinion of this Commission on the following queries quoted hereunder: LexLib "1. If a stockholder dies, how do we transfer his stocks to his heirs? 2. A stockholder would like to transfer some of the stocks to a niece, How do we go about it?" Relative to your first query, it is advised that to transfer the shares of stock in favor of the heirs of the deceased stockholder, a judicial or extra-judicial partition of his estate is necessary if he died intestate or without a will. Otherwise, it will be necessary to wait for the termination of the testamentary proceedings and the final adjudication of the shares of stock in accordance with the will of the decedent. ( Ltr. to Mr. Gilberto Romulo dated October 3, 1988 ) Please be informed also that to record changes in stockholdings resulting from the death of a stockholder, existing internal revenue laws require the presentation of proof of payment by the heirs of the estate tax before any transfer of stock in their favor can be recorded in the books of the corporation. Anent your second query, Sec. 63 of the Corporation Code provides, and we quote: "SECTION 63. ...Shares of stock so issued are personal property and may be transferred by delivery of the certificate or certificates indorsed by the owner or his attorney-in-fact or other person legally authorized to make the transfer. No transfer, however, shall be valid except as between the parties, until the transfer is recorded in the books of the corporation showing the names of the parties to the transaction, the date of the transfer, the number of the certificates or certificates and the number of shares transferred." Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman