Category Archives: Commercial Law

PHYSICAL DELIVERY OF STOCK CERTIFICATE, AN ESSENTIAL REQUISITE FOR TRANSFER OF STOCK PURCHASED

 

As early as the case of Nora A. Bitong vs. Court of Appeals, et al. (G.R. No. 123553, 13 July 1998), the Supreme Court ruled that, “the endorsement of the certificate of stock by the owner or his attorney-in-fact or any other person legally authorized to make the transfer shall be sufficient to effect the transfer of shares only if the same is coupled with delivery. The delivery of the stock certificate duly endorsed by the owner is the operative act of transfer of shares from the lawful owner to the new transferee.”  For this reason, the High Court held that for a valid transfer of stocks, the following requirements must be be complied with: (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.  The doctrine was reiterated in the more recent cases of Armand O. Raquel-Santos, et al. vs. Court of Appeals, et al. (G.R. Nos. 174986, 175071 and 181415, 07 July 2009) and Fil-Estate Golf and Development, Inc., et al. vs. Vertex Sales and Trading Inc. (G.R. No. 202079, 10 June 2013).