Ms. Josephine A. Batiller

June 11, 1990 Ms. Josephine A. Batiller Legal Manager National Development Company Producer's Bank Bldg. 371 Sen. Gil Puyat Ave. Makati, Metro Manila M a d a m : This refers to your letter dated May 10, 1990 inquiring if the publication requirement for the replacement of lost certificates under Section 73 of the Corporation Code of the Philippines can be legally dispensed with in the case of a lost certificate covering only a nominal share worth P10.00 taking into consideration the cost of publication vis-a-vis the value of said lost certificate of stock. cdll The provision of Section 73 of the Corporation Code appears to be mandatory. The conditions prescribed therein are for the protection of the corporation, which cannot be made liable to any claimant of the shares until the procedure provided for in the Code has been complied with. However, a corporation may be compelled to issue a new certificate if a bond indemnity is given; or might do so voluntarily, and it could be compelled to issue a new certificate without any indemnity where, upon the facts, it is reasonably certain that the original certificate will not reappear, as where there is clear proof that the original had been destroyed, or that it had been lost or stolen, not having an assignment by the owner, or where the certificate was lost by the corporation itself by carelessness, or if the corporation was otherwise protected, for in such a case the corporation could not incur any liability by reason of the original certificate .(11 Fletcher, Sec. 5180 citing several cases) Thus, as an exception to the general rule, a corporation may voluntarily issue a new certificate in lieu of the original certificate of stock which has been lost without the publication requirement provided that the corporation is certain as to the real owner of the nominal share to whom the new certificate shall be issued. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner