NAVA vs.

PEERS MARKETING CORPORATION

Where no certificate was issued to the original subscriber representing that portion of his subscription which he paid for, the assignment of said subscribers corporate share is effective, but only between the parties to the transfer and the transferee cannot demand from the corporation the issuance of the certificates of stock representing the paid subscribed shares. LIM TAY vs. CA The registration of shares in a stockholder's name, the issuance of stock certificates, and the right to receive dividends which pertain to the said shares are all rights that flow from ownership. The determination of whether or not a shareholder is entitled to exercise the above-mentioned rights falls within the jurisdiction of the SEC. However, if ownership of the shares is not clearly established and is still unresolved at the time the action for mandamus is filed, then jurisdiction lies with the regular courts. RURAL BANK OF LIPA CITY vs. CA For a valid transfer of stocks, there must be strict compliance with the mode of transfer prescribed by law. The requirements are: (a) There must be delivery of the stock certificate: (b) The certificate must be endorsed by the owner or his attorney-in-fact or other persons legally authorized to make the transfer; and (c) To be valid against third parties, the transfer must be recorded in the books of the corporation. PONCE vs. ALSONS CEMENT CORPORATION It is only when the transfer has been recorded in the stock and transfer book that a corporationmay rightfully regard the transferee as one of its stockholders.

GONZALES vs. PNB The right of inspection granted to a stockholder are the following: the records must be kept at the principal office of the corporation; the inspection must be made on business days; the stockholder may demand a copy of the excerpts of the records or minutes; and the refusal to allow such inspection shall subject the erring officer or agent of the corporation to civil and criminal liabilities. As a condition for such examination that the one requesting it must not have been guilty of using improperly any information secured through a prior examination, and that the person asking for such examinations must be "acting in good faith and for a legitimate purpose in making his demand. ASSOCIATED BANK vs. CA In the merger of two or more existing corporations, one of the combining corporations survives and continues the combined business, while the rest are dissolved and all their rights, properties and liabilities are acquired by the surviving corporation. Although there is dissolution of the absorbed corporations, there is no winding up of their affairs or liquidation of their assets, because the surviving corporation automatically acquires all their rights, privileges and powers, as well as their liabilities. MINDANAO SAVINGS vs. CA By operation of law, upon the effectivity of the merger, the absorbed corporation ceases to exist but its rights and properties, as well as liabilities, shall be taken and deemed transferred to and vested in the surviving corporation. BABST vs. CA It is settled that in the merger of two existing corporations, one of the corporations survives and continues the business, while the other is dissolved and all its rights, properties and liabilities are acquired by the surviving corporation. 1

TURNER vs. LORENZO SHIPPING CORPORATION A stockholder who dissents from certain corporate actions has the right to demand payment of the fair value of his or her shares. The right of appraisal may be exercised when there is a fundamental change in the charter or articles of incorporation substantially prejudicing the rights of the stockholders. It does not vest unless objectionable corporate action is taken. It serves the purpose of enabling the dissenting stockholder to have his interests purchased and to retire from the corporation. CUA vs. MIGUEL OCAMPO TAN The right to information, which includes the right to inspect corporate books and records, is a right personal to each stockholder. PADCOM CONDOMINIUM CORPORATION vs. ORTIGAS CENTER ASSOCIATION The automatic membership clause is not a violation of its freedom of association. PADCOM was never forced to join the association. It could have avoided such membership by not buying the land from TDC. Nobody forced it to buy the land when it bought the building with the annotation of the condition or lien on the Certificate of Title thereof and accepted the Deed. PADCOM voluntarily agreed to be bound by and respect the condition, and thus to join the Association. STA. CLARA HOMEOWNERS ASSOCIATION vs. SPOUSES GASTON Private respondents cannot be compelled to become members of the SCHA by the simple expedient of including them in its Articles of Incorporation and By-laws without their express or implied consent. True, it may be to the mutual advantage of lot owners in a subdivision to band themselves together to promote their common welfare. But that is possible only if the owners voluntarily agree, directly or indirectly, to become members of the association. True also, memberships in homeowners' associations may be acquired in various ways often through deeds of sale, Torrens certificates or other forms of evidence of property ownership. In the present case, however, other than the said Articles of Incorporation and By-laws, there is no showing that private respondents have agreed to be SCHA members. LONG vs. BASA The basis of the relationship between a religious corporation and its members is the latter's absolute adherence to a common religious or spiritual belief. Once this basis ceases, membership in the religious corporation must also cease. TAN vs. SYCIP The phrase "may be filled" in Section 29 shows that the filling of vacancies in the board by the remaining directors or trustees constituting a quorum is merely permissive, not mandatory. Corporations, therefore, may choose how vacancies in their respective boards may be filled up either by the remaining directors constituting a quorum, or by the stockholders or members in a regular or special meeting called for the purpose. SAN JUAN STRUCTURAL AND STEEL FABRICATION vs. CA Unless duly authorized, a treasurer, whose powers are limited, cannot bind the corporation in a sale of its assets. Selling is obviously foreign to a corporate treasurer's function, which generally has been described as "to receive and keep the funds of the corporation and to disburse them in accordance with the authority given him by the board or the properly authorized officers. 2

DULAY vs. CA A corporate action taken at a board meeting without proper call or notice in a close corporation is deemed ratified by the absent director unless the latter promptly files his written objection with the secretary of the corporation after having knowledge of the meeting. IGLESIA EVANGELISTA METODISTA vs. BISHOP LAZARO There is no point to dissolving the corporation sole of one member to enable the corporation aggregate to emerge from it. Whether it is a non-stock corporation or a corporation sole, the corporate being remains distinct from its members, whatever be their number. The increase in the number of its corporate membership does not change the complexion of its corporate responsibility to third parties. The one member, with the concurrence of two-thirds of the membership of the organization for whom he acts as trustee, can self-will the amendment. He can, with membership concurrence, increase the technical number of the members of the corporation from "sole" or one to the greater number authorized by its amended articles. ROMAN CATHOLIC APOSTOLIC ADMINISTRATION OF DAVAO vs. LAND REGISTRATION COMMISION Church properties acquired by the incumbent of a corporation sole pass, by operation of law, upon his death not to his personal heirs but to his successor in office. A corporation sole, therefore, is created not only to administer the temporalities of the church or religious society where he belongs, but also to hold and transmit the same to his successor in said office. GELANO vs. CA The corporation, through its own officers, may conduct the liquidation of its assets and sue and be sued as a corporation is limited to three years from the time the period of dissolution commences; but that there is no time limited within which the trustees must complete a liquidation placed in their hands. It is provided only that the conveyance in the trustees must he made within the three-year period. Trustees to whom the corporate assets have been conveyed pursuant to the authority of Section 78 may sue and be sued as such in all matters connected with the liquidation. By the terms of the statute the effect of the conveyance is to make the trustees the legal owners of the property conveyed, subject to the beneficial interest therein of creditors and stockholders. PHILIPPINE VETERANS BANK EMPLOYEES UNION vs. VEGA The concept of liquidation is diametrically opposed or contrary to the concept of rehabilitation, such that both cannot be undertaken at the same time. To allow the liquidation proceedings to continue would seriously hinder the rehabilitation of the subject rank. TAN TIONG BIO vs. BUREAU OF INTERNAL REVENUE The government can not insist on making a tax assessment against a corporation that no longer exists and then turn around and oppose the appeal questioning the legality of the assessment precisely on the ground that the corporation is non-existent, and has no longer capacity to sue. The government ca not adopt inconsistent stands and thereby deprive the officers and directors of the defunct corporation of the remedy to question the validity and correctness of the assessment for which, if sustained, they would be held personally liable as successors-in-interest to the corporate property.

REBODILLO vs. CA