SEC Opinion Relative To Transfer of Shares of Stock
SEC Opinion Relative To Transfer of Shares of Stock
SEC Opinion Relative To Transfer of Shares of Stock
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19 April 2007
Sir:
certificate of stock has yet been issued or where the same is not in the
possession of the transferor.1
Note that for the transfer to be valid against third parties and the
corporation, the same must be recorded in the corporate books. An
unrecorded transfer, though valid as between the parties, cannot be effective
as against the corporation. The rights of a stockholder accrues only upon entry
of his name in the books of the corporation.
Anent your second query, non-payment of capital gains tax does not
affect the validity of the transfer as between the seller and the buyer. However
if the capital gains tax is not paid, the sale or the transfer of the shares shall
not be registered in the books of the corporation by the transfer agent or
secretary of the corporation pursuant to Revenue Regulation No. 2-82 of the
Bureau of Internal Revenue (BIR).We advised you to further clarify this with
the BIRwhich has jurisdiction on this matter.
rjL
VERNETTE G. UMALI-PACO
General Counsel