Dr. Pacifico Marcos

February 23, 1982 Dr. Pacifico Marcos Intrepid Islandors, Inc. 54 D. Jakosalem St. Cebu City Sir : This has reference to your letter dated January 29, 1982 requesting this Office to allow Mrs. Aurora Gonzales, a stockholder of the Intrepid Islanders, Inc.,to transfer her shares of stock of said corporation to her children. prcd "Shares of stock in a corporation are personal property and it well settled that the owner, as in the case of other personal property, has an absolute and inherent right, as and incident of his ownership, to sell and transfer the same at will, except insofar as the right may be restricted by the character of the corporation or the general law, or by a valid bylaw, or by a valid agreement between him and the corporation, provided the transfer is in good faith ,and to a person capable of assuming the obligation of a stockholder." (12 Fletcher Cyclopedia, Sec. 5452, p. 186) The articles of incorporation of the Intrepid Islanders, Inc. does not provide for any restriction with respect to transfer of shares of stock of stockholders, hence she can transfer her shares at will to anybody, and any transfer of shares from stockholders of a corporation to third party need not be reported to the Commission nor require an authority from this Office. However, to make it valid and binding against the corporation and third parties, such transfer of shares of stock and subscription must be recorded in the stock and transfer book of the corporation so as to show the names of parties to the transaction, the date of the transfer, the number of certificates and the number of shares transferred. (Section 63, Corporation Code) Please be advised accordingly. cdlex Very truly yours, (SGD.) MANUEL G. ABELLO Chairman