WILMAR K.

REQUINA, BAR 2011

Based on the outline, comments, notes and selected cases of Prof. Jose Campos, Jr. and Maria Clara L. Campos, and the lectures and additional cases of Prof. Virgilio Jacinto.
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COMMON PREFERRED PAR NO PAR* TREASURY REDEEMABLE FOUNDERS

DEFINITION

Stock which entitles the
owner of such stocks to an
equal pro rata division of
profits

Stock which entitles
the holder to some
preference either in
the dividends or
distribution of assets
upon liquidation, or in
both

Shares that have
been issued and
fully paid but
subsequently
reacquired by the
issuing
corporation by
lawful means.

Shares issued by the
corporation that may
be taken up by the
corporation upon
expiration of a fixed
period.
! regardless of the
existence of
unrestricted retained
earnings

Special shares
whose exclusive
rights and privileges
are determined by
the AOI.

VALUE


Depends if its par or no
par

Stated par value

Fixed in the AOI, and
indicated in the stock
certificate. May be
sold at a value
higher, but not lower,
than that fixed in the
AOI.

Value not fixed in the
AOI, and therefore not
indicated in the stock
certificate. Price may be
set by BOD, SHs or fixed
in the AOI eventually.


VOTING RIGHTS

Usually vested with the
exclusive right to vote

Can vote only under
certain circumstances

Depends if its
common or
preferred.

Depends if its common
or preferred.

No voting rights
for as long as
such stock
remains in the
treasury (Sec. 57)

Usually denied voting
rights.


PREFERENCE
UPON
LIQUIDATION

No advantage, priority, or
preference over any other
SH in the same class

First crack at dividends
/ profits / distribution of
assets


NOTE: Only preferred and redeemable shares may be deprived of the right to vote. (Sec. 6, Corporation Code)
EXCEPTION: As otherwise provided in the Corporation Code.

* No-par value shares may not be issued by the following entities: banks, trust companies, insurance companies, public utilities, building & loan association (Sec. 6)


Shares of Stock: Kinds