Toboso Ocean Terminal Services, Inc.

September 9, 1981 Toboso Ocean Terminal Services, Inc. c/o Jose L. Lizares Lizlop Bldg., Rizal St. Bacolod City Gentlemen: This is to acknowledge receipt of your letter dated June 2, 1981, inquiring whether there is still a need of securing marital consent of the husbands of married female subscribers to the increase of capital stock where subscription thereof is paid by way of stock dividend. Please be advised that the reason for requiring the consent of the husbands of female stockholders/subscribers to shares of stock of a stock corporation is found in Article 172 of the Civil Code of the Philippines, which provides: "ARTICLE 172. The wife cannot bind the conjugal partnership without the husband's consent, except in cases provided by law." Thus, it is only when payment of her subscription is taken from the conjugal partnership that consent of a husband is required. In the instant case, no alienation of conjugal partnership is involved. In fact, the benefits to be derived from such declaration of stock dividend will inure to the conjugal partnership (Art. 153 (3) of the Civil Code of the Philippines). Considering the foregoing argument, consent from the husband is not necessary in the instant case. prcd Very truly yours, (SGD.) CORAZON I. MORANDO Officer-in-Charge Corporate and Legal Department