Atty. Nestor A. del Carmen

March 28, 1980 Atty. Nestor A. del Carmen 9/F, Insular Life Building 6781 Ayala Avenue Makati, Metro Manila Dear Atty. del Carmen: This is to acknowledge receipt of your letter-query dated July 1, 1978 requesting information on whether the terms "issued and outstanding capital stock" refers also to the "subscribed capital stock". In reply thereto, please be informed that the word "issued stock" has been aptly defined as stock which has been subscribed for and which has been paid in or is subject, under legal compulsion, to be paid in; and it is not necessary that actual certificate should have been issued (Words and Phrases, 22A, 639, Per Ed.). The term "issued and outstanding capital stock" therefore applies to that portion of the capital stock "which is issued to subscribers or stockholders and, therefore outstanding. On the other hand, "subscribed capital stock" refers to that portion of the capital stock subscribed by the subscribers, whether fully paid or not. Hence, both terms are deemed synonymous. Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department