Mondragon Tan Montoya & Ramirez

March 28, 1985 Mondragon Tan Montoya & Ramirez c/o Atty. Bayani K. Tan Penthouse, ALCCO Bldg. Ortigas Avenue, Greenhills San Juan, Metro Manila Gentlemen: This refers to your letter dated February 21, 1985 inquiring as to whether payments of subscription (other than payments for initial subscriptions or payments for additional subscriptions resulting from the increase of capital stock) made through assignments of properties (movable, immovable or intangible),need prior approval of the Commission. The Corporation Code provides: "SECTION 62. Consideration for stocks . xxx xxx xxx Where 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 approval by the Securities and Exchange Commission ." ...(Emphasis supplied) The aforecited provision provides for no exception. It is an old and well-established maxim that "where the terms of a statute are clear and unambiguous, exceptions not made by the legislature cannot be read into it." (Statutory Construction by Martin, fifth edition p. 158 citing Wachendorf vs. Shaver, 78. Ed. 370) In view thereof, payments to subscription other than cash, either at the time of incorporation or thereafter, shall be subject to approval by the Commission. LexLib Very truly yours, (SGD.) MANUEL G. ABELLO Chairman