Director Consolacion V. Odra

February 18, 1983 Director Consolacion V. Odra Department of Rural Banks and Savings and Loan Association Central Bank of the Philippines Manila Sir : This refers to your letter dated January 18, 1983, requesting for advice on what action you should take on the request of Mr. Ermelo M. Almeda that he be recorded in the stock and transfer book of Rural Bank of Libmanan, Inc. as the new owner of the 540 shares of stock of said corporation previously owned by spouses Alex Durante and Emma Dilanco-Durante. cdll It appears that the Rural Bank of Libmanan, Inc. was placed under Central Bank receivership pursuant to Monetary Board Resolution No. 929, dated June 10, 1980 & subsequently, on October 3, 1980, the Monetary Board in its Resolution No. 1852, ordered the bank's liquidation. On August 9, 1980, spouses Alex Durante and Emma Dilanco-Durante executed a deed of pledge in favor of Ermel M. Almeda of stock certificates Nos. 23 & 32 covering 100 and 440 shares of Rural Bank of Libmanan, Inc. respectively owned by the former to secure a loan of P40,000 which became due on February 9, 1981. For failure of the pledgors to pay the loan on the date, Mr. Almeda, thru a notary public, caused the extra judicial sale of said shares of stock at public auction in accordance with Article 2112 of the Civil Code of the Philippines. Since there were no bidders, Mr. Almeda appropriated said shares to himself and gave acquittance on April 7, 1982 for his total claim against the pledgors. Consequently, Mr. Almeda is now requesting that the transfer be recorded in the stock and transfer books of the corporation. It is worth mentioning that a corporation is not required to secure prior approval of the SEC for the transfer of shares of its stocks because the question of whether or not such transfer should be recorded in its books is one that only the corporation itself can resolve. ( SEC opinion dated September 29, 1964 ). "Where the purpose of the receivership is not for winding up or dissolution of the company, a variety of corporate acts and functions may still be performed by the corporation as long as they are not of a character or nature calculated to interfere with, hamper or impede the management and control by the receiver of the property in his hands." (Fletcher Cyclopedia Corporations, Vol. 16, p. 327). Please be advised accordingly. LexLib Very truly yours, (SGD.) MANUEL G. ABELLO Chairman