Issuance of New Certificates of Stock by Corporations

April 19, 1948

REPUBLIC ACT NO. 201

AN ACT TO PROVIDE FOR THE ISSUANCE BY CORPORATIONS OF NEW CERTIFICATES OF STOCK IN LIEU OF THOSE LOST, STOLEN OR DESTROYED, AFTER THE RECONSTITUTION OF THE RECORDS OF THE CORPORATION IN ACCORDANCE WITH LAW, AND TO FIX A PERIOD WITHIN WHICH TO CONTEST SUCH ISSUANCE

SECTION 1. The following procedure shall be followed for the issuance by corporations of new certificates of stock in lieu of those which have been lost, stolen or destroyed, after the reconstitution of the records of the respective corporations in accordance with existing laws: cd i

(a) The registered owner of certificates of stock in a corporation or his legal representative shall file an affidavit in triplicate with the corporation issuing said certificate setting forth, if possible, the circumstances as to how, when and where said certificates were lost, stolen or destroyed, the number of shares represented by each certificate, the serial numbers of the certificates, and the name of the corporation which issued the same. He shall also submit such other information and evidence which he may deem necessary.

(b) After verifying the affidavit and other information and evidence with the books of the corporation, said corporation shall publish a notice, in a newspaper of general circulation in the Philippines published in the place where said corporation has its principal office, once a week for three consecutive weeks at the expense of the registered owner of the certificates of stock which have been lost, stolen, or destroyed. The notice shall state the name of said corporation, the name of the registered owner and the serial numbers of said certificates, and the number of shares represented by each certificate, and that after the expiration of one year from the date of the last publication, if no contest has been presented to said corporation regarding said certificates of stock, the right to make such contest shall be barred and said corporation shall cancel in its books the certificates of stock which have been lost, stolen or destroyed and issue in lieu thereof new certificates of stock, unless the registered owner files a bond or other security in lieu thereof as may be required running for a period of one year for a sum and in such form and with such sureties as may be satisfactory to the Board of Directors in which case a new certificate may be issued even before the expiration of the one year period provided herein: Provided, That if a contest has been presented to said corporation or if an action is pending in court regarding the ownership of said certificates of stock which have been lost, stolen or destroyed, the issuance of the new certificates of stock in lieu thereof shall be suspended until final decision by the court regarding the ownership of said certificates of stock.

SECTION 2. Except in case of fraud, bad faith or negligence on the part of the corporation and its officers, no action may be made against any corporation which shall issue certificates of stock in lieu of those lost, stolen, or destroyed pursuant to the provisions of section one hereof.

SECTION 3. This Act shall take effect upon its approval.

Approved: April 19, 1948

Published in the Official Gazette, Vol. 44, No. 7, p. 2169 in July 1948