Mr. Gilberto P. Romulo

October 3, 1988 Mr. Gilberto P. Romulo Camiling Colleges Camiling, Tarlac Sir : This has reference to your letter dated August 29, 1988 requesting for the opinion of this Commission on the following queries: llcd "Some of the stockholders of the Camiling College are already dead. In any election of the members of the Board of Trustees, can their relatives act as proxies and vote in their behalf? If not, what shall we do with the shares of the dead stockholders? Can they be sold or transferred? Relative thereto, we hereby reiterate our previous opinion: "It is settled that on the death of a shareholder, his executor or administrator duly appointed by the court becomes vested with the legal title to the stock and entitled to vote the same at all meetings and that until a settlement and division of the estate is effected, the stock of the decedent belongs to said administrator or executor as his personal representative. This rule is true even if the shares stand in the books of the corporation in the name of the decedent. or without a formal transfer of the stock in the books of the corporation, ( Ltr. to Mr. Antonio Ibaez dated May 12, 1988 ). It is likewise advised that to transfer the shares of stock in favor of the heirs of the deceased stockholder, a judicial or extrajudicial partition of his estate is necessary if he died intestate or without a will. Otherwise, it will be necessary to wait for the termination of the testamentary proceedings and the final adjudication of the shares of stock in accordance with the will of the decedent. Please be informed also that to record changes in stockholdings resulting from the death of a stockholder, existing internal revenue laws require the presentation of proof of payment by the heirs of the estate tax before any transfer of stock in their favor can be recorded in the books of the corporation. prcd Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman