Atty. Chuci D. Sta. Maria

March 3, 1982 Atty. Chuci D. Sta. Maria Legal Assistant Firestone Tire and Rubber Co. of the Philippines 2250 Pasong Tamo, Makati, MM Madam: This has reference to your letter-query dated February 25, 1982 requesting opinion of this commission on whether there is still a need to publish the nullity of the shares of stock of Firestone Tire Rubber Company of the Philippines, registered in the name of Mr. Rene Knotch by virtue of the court order dated December 7, 1981 in Civil Case No. 21983. In connection therewith, it is the view of this Commission that there is no need for the concerned corporation to publish the court order for the nullification of the shares of stock and of the subsequent issuance of a new certificate in lieu of the nullified one, pursuant to jurisprudence to wit: A corporation is not liable to a stockholder for canceling outstanding certificates and issuing new ones in lieu thereof where it does so in compliance with a lawful requirement, (Shaw V. Goebel Brewing Co. Ltd. 202 P 408, 45 LRA (NS) 1090). Where a court of a state in which a corporation is located, and by which it was created, has jurisdiction of a suit to determine the title to shares in the corporation, and of the person in whose name the shares are registered on the books of the corporation its decree in such suit, under which the title to the shares is vested, the corporation having notices of the decree and assignment, is binding, not only as against any subsequent purchases of the outstanding certificate of stock, although he may purchase without notice of the decree, and therefore he cannot hold the corporation liable for refusing to transfer the shares to him on its book. (Sprague V. Cochero Mfg. Co. 10 Batch 173, Fed case No. 13,249) cdlex Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner