Atty. Rodolfo B. Valdez

October 9, 1989 Atty. Rodolfo B. Valdez Rodolfo B. Valdez and Associates Law Offices Suite 404 National Life Bldg. 6762 Ayala Avenue, Makati, Metro Manila Sir : This refers to your letter dated September 14, 1989, inquiring if a proposed increase of capital stock can be submitted to and approved by the stockholders in the annual meeting on the date fixed in the by-laws. You stated therein that you are doubtful since Section 38 of the Corporation Code does not explicitly specify what kind of meeting (regular or special) should the proposed increase of capital stock be taken up. llcd Section 38 of the Corporation Code provides in part: "...No corporation shall increase or decrease its capital stock ...unless approved ...at a stockholders' meeting duly called for the purpose ,.... Written notice of the proposed increase ...and of the time and place of the stockholders' meeting at which the proposed increase ...is to be considered, must be addressed to each stockholder .... What is required therefore is a written notice of the meeting which must state the purpose of increasing the capital stock as well as the time and place of meeting and must be addressed to each stockholder of record. Thus, for as long as the above required proper notice is complied with, the proposed increase of capital stock may be transacted during the annual stockholders meeting of the corporation. Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner