Atty. Alejandro Dela Rosa

March 21, 1990 Atty. Alejandro Dela Rosa 5th Floor, Merchants Building 313 Gil J. Puyat (Buendia) Avenue Makati, Metro Manila S i r : This refers to your letter dated January 24, 1990, requesting information on the following queries: 1. The corporation needs funds and would like to make a call for payment of all unpaid subscriptions. What would be the procedure required by the SEC? LexLib 2. Would this procedure require prior SEC authority and payment of any fee? The procedure for payment of unpaid subscription is found in Section 67 of the Corporation Code, quoted hereunder: "SECTION 67. Payment of balance of subscription . Subject to the provisions of the contract of subscription, the board of directors of any stock corporation may at any time declare due and payable to the corporation unpaid subscriptions to the capital stock and may collect the same or such percentage thereof, in either case with accrued interest, if any, as it may deem necessary. Payment of any unpaid subscription or any percentage thereof, together with the interest accrued, if any, shall be made on the date specified in the contract of subscription or on the date stated in the call made by the board. Failure to pay on such date shall render the entire balance due and payable and shall make the stockholder liable for interest at the legal rate on such balance, unless a different rate of interest is provided in the by-laws, computed from such date until full payment. If within thirty (30) days from the said date no payment is made, all stocks covered by said subscription shall thereupon become delinquent and shall be subject to sale as hereinafter provided, unless the board of directors orders otherwise." Relative to your second query, prior approval of this Commission is not necessary, provided the additional payment consists of cash. Where the payment is in the form of property other than cash, approval of the Commission is required pursuant to the provisions of Section 62 of the Corporation Code which provides in part: "Where the consideration is other than actual cash, or consists of intangible property such as patents or copyrights, the valuation thereof shall initially be determined by the incorporators or the board of directors, subject to the approval by the Securities and Exchange Commission ." (Emphasis supplied) Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner