Mr. Lamberto V. De Ocampo

January 14, 1994 Mr. Lamberto V. De Ocampo Filia Realty Corporation Filia Bldg.,4965 Guerrero St. Makati, Metro Manila S i r : This refers to your letter of December 16, 1993 inquiring whether a corporation can directly issue certificates of stocks to the nominees of the subscribers to an increase of capital stock who has fully paid their subscriptions in the form of real property upon approval by the SEC of the increase of capital stock. The pertinent provision of the Corporation Code provides: "SECTION 64. Issuance of stock certificates . No certificate of stock shall be issued to a subscriber until the full amount of his subscription together with interest and expenses (in case of delinquent shares),if any is due, has been paid ." (Emphasis supplied) Therefore, a corporation is duty bound to issue certificates of stock to the subscribers only upon full payment of their subscriptions and the certificates evidencing the fully paid subscription may be issued directly to the duly appointed nominees of the subscribers upon the latter's instruction. Please be advised accordingly. LexLib Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman