Atty. Helenea F. M. Dauz

June 25, 1991 Atty. Helenea F. M. Dauz Grd. Flr.,Concorde Condominium 200 Benavidez St.,Legaspi Vill. Makati, Metro Manila M a d a m : This refers to your letter of June 20, 1991, inquiring whether or not Puerto Azul Beach Resort and Country Club can refuse the transfer of a share under the circumstances mentioned therein. llcd Please be advised that Section 63 of the Corporation Code of the Philippines, partly quoted hereunder, prescribes the manner by which shares of stock may be transferred. "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 hooks of the corporation showing the names of the parties to the transaction, the date of the transfer, the number of the certificate or certificates and the number of shares transferred." (Emphasis supplied) Thus, mere endorsement of the certificate of stock shall be sufficient to legally effect the transfer of title to a share of stock, provided the same is coupled with delivery. But to make the transfer valid against third parties and the corporation, the same must be recorded in the stock and transfer book of the corporation. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman