countersigned by the secretary or clerk and sealed with the seal of the

#34 NAVA V. PEERS MARKETING CORP. corporation, shall be issued in accordance with the by-laws. Shares of stock
so issued are personal property and may be transferred by delivery of the
G.R. No. L-28120 November 25, 1976
certificate indorsed by the owner or his attorney in fact or other person
Lessons Applicable: Stock and Transfer Book (Corporate Law)
legally authorized to make the transfer. No transfer, however, shall be valid,
except as between the, parties, until the transfer is entered and noted upon
FACTS:
the books of the corporation so as to show the names of the parties to the
transaction, the date of the transfer, the number of the certificate, and the
Teofilo Po as an incorporator subscribed to 80 shares of Peers Marketing
number of shares transferred.
Corporation at P100 PV and paid 25%. No certificate of stock was issued to
him or to any incorporator, subscriber or stockholder.
No share of stock against which the corporation holds any unpaid claim shall
be transferable on the books of the corporation.
April 2, 1966: Po sold to Ricardo A. Nava for P2,000 20 of 80 shares
Nava requested to register the sale in the books of the corporation.
SEC. 36. (re voting trust agreement)
Denied - Po has not paid fully the amount of his subscriptionPo was
delinquent of the balance due so the corporation claimed on his entire
The certificates of stock so transferred shall be surrendered and cancelled,
subscription of which included 20 shares sold to Nava.
and new certificates therefor issued to such person or persons, or
corporation, as such trustee or trustees, in which new certificates it shall
December 21, 1966: Nava filed this mandamus to register 20 shares in
appear that they are issued pursuant to said agreement.
Nava's name in the corporation's transfer book.

A stock subscription is a subsisting liability from the time the subscription is

CFI: court dismissed the petition
made. The subscriber is as much bound to pay his subscription as he would
be to pay any other debt. The right of the corporation to demand payment is
Nava appealed on the basis that: Section 37: "no certificate of stock shall be
no less incontestable.
issued to a subscriber as fully paid up until the full par value thereof, or the
full subscription in case of no par stock, has been paid by him to the
No clear legal duty on the part of the officers of the corporation to register
corporation"
the 20 shares in Nava's name - no cause of action for mandamus.
ISSUE:
Baltazar case: partial payment = entitled to vote the said shares although he
has not paid the balance of his subscription and a call or demand had been
W/N officers of Peers Marketing Corporation can be compelled by
made for the payment of the par value of the delinquent shares
mandamus to enter in its stock and transfer book the sale made

Thus, Ricardo Nava, to whom Teofilo Po transferred 20 of the 80 shares the

HELD: NO. Dismissal affirmed.
latter subscribed but has not yet fully paid, and for which no certificate of
stock has been issued, has no cause of action against the officers of the
No provision of the by-laws of the corporation covers that situation
corporation for the recognition and recording of the transaction in the
SEC. 35. The capital stock of stock corporations shall be divided into shares
for which certificates signed by the president or the vice-president,
corporate books. The transfer of the shares to Nava is valid only between security in lieu thereof as may be required, running for a period of one (1)
him and Po. 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
Issuance of Certificate issued even before the expiration of one (1) year period provided herein;
Provided, That if a contest has been presented to said corporation or if an
Once full payment for the stocks have been tendered to the corporation in action is pending in court regarding the ownership of said certificate(s) of
any of the valid forms of consideration for the issuance of stocks, the stock which have been lost, stolen or destroyed, the issuance of the new
purchaser or the subscribers entitled to be issued the corresponding certificate(s) of stock in lieu thereof shall be suspended until the final
certificate of stock which evidences their ownership of shares in a particular decision by the court regarding the ownership of said certificate(s) of stock
corporation which have been lost, stolen or destroyed.
Except in case of fraud, bad faith, or negligence on the part of the
Lost or Destroyed Certificate corporation and its officers, no action may be brought against any
corporation which shall have issued certificate(s) of stock in lieu of those
Sec. 73. Lost or destroyed certificates. – The following procedure shall be lost, stolen or destroyed pursuant to the procedure above-described.
followed for the issuance by a corporation of new certificate(s) of stock in
lieu of those which have been lost, stolen or destroyed.
1. The registered owner of certificate(s) or his legal representative shall
file with the corporation an affidavit in triplicate setting forth, if possible, the
circumstances as to how the certificate(s) were stolen or destroyed, the
number of shares represented by each certificate, the serial number (s) of
the certificate(s) and the name of the corporation which issued the same.
He shall also submit such other information and evidence which he may
deem necessary;
2. 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 published in the place where the
corporation has its principal office, once a week for three (3) consecutive
weeks at the expense of the registered owner of the certificate(s) 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
number(s) of said certificate(s), and the number of shares represented by
such certificate(s), and that after the expiration of one (1) year from the date
of the last publication, if no contest has been presented to said corporation
regarding said certificate(s) of stock, the right to make such contest shall be
barred and said corporation shall cancel in its books the certificate(s) of
stock which have been lost, stolen or destroyed and issue in lieu thereof
new certificate(s) of stock, unless the registered owner files a bond or other