2. PAYMENT OF BALANCE OF
SUBSCRIPTION
SECTION 67
The Board of Directors of any stock
corporations can any time declare due and
payable to corporation unpaid subscription to
subscription to the capital stock.
3. PAYMENT TO
UNPAID
SUBSCRIPTION /
PERCENTAGE
(+ INTEREST)
date specified in the
contract
if none, date stated in the
call made by bod
FAILURE TO PAY
ON SUCH DATE
entire balance will be
due and payable
sale to public auction
STOCKS
BECAME
DELINQUENT
failure to pay within 30
days from the specified
date
in absence, fixed date
by BoD
4. REMEDIES TO ENFORCE
PAYMENT
OF STOCK SUBSCRIPTION• Extra-judicial sale at public auctions
• Judicial action
• Collection from cash dividends &
withholding of stock dividends
6. CALL
Official declaration of
the corporation
prescribed by law
made by Board of Directors
operate uniformly upon all
the shareholders
ASSESSMEN
T
Paid subscriptions
Unpaid subscriptions
7. Section 68
Delinquency sale
• B.O.D RESULUTION: Amount due on each subscription
plus accrued interest; date, time, place of the sale
• NOTICE OF SALE: delivered personally or registered mail;
newspaper;
• IF DELINQUENT SHAREHOLDER PAYS THE CORPORATION
ON / BEFORE THE DATE SPECIFIED: sold at public auction
9. RECOVERY OF STOCK UNLAWFULLY SOLD
1. Irregularity or defect in the notice of sale
2. Irregularity or defect in the sale itself of the delinquent stoc
Section 69 When sale may be
questioned
10. Nothing in this Code shall prevent the corporation
from collecting by action in a court of proper
jurisdiction the amount due on unpaid
subscription, with accrued interest, cost and
expenses
Courtaction to recover
unpaidsubscription
Section 70
11. Delinquency stock cannot vote / entitled to
vote / represent in any stockholders’
meeting
Holder are not entitled to any of the rights
of a stockholder except to dividends
Effect of delinquency
Section 71
12. Rightsof unpaid shares
Section 72
Holders of subscribed shares not fully paid
which are not delinquent shall have all the
rights of a stock holder
13. Lost or destroyed certificates
Section 73
1. Registered owner of a certificate of stock in
corporation / his legal representative shall file the
corporation an affidavit in triplicate setting forth
2. After verification, corporation shall publish a
notice in a newspaper
Editor's Notes
MAY COLLECT THE SAME / PERCENTAGE OF THAT UNPAID SUBSCRIPTIONS TO THE CAPITAL STOCK W/ INTEREST ACCRUED, IF DEEM NECESSARY
SHALL BE MADE ON THE DATE….
FAILURE TO PAY= STOCKHOLDER IS LIABLE FOR INTEREST AT THE LEGAL RATE ON SUCH BALANCE UNLESS THERE’S A BY-LAW FOR DIFF RATE OF INTEREST (COMPUTED FROM SUCH DATE UNTIL FULL PAYMENT)
SALE= UNLESS BOD ORDERS OTHERWISE
FIRST AND MOST SPECIAL REMEDY, CORP ARE PERMITTED TO PUT UP THE UNPAID STOCK FOR SALE AND DISPOSE OF IT FOR THE ACCOUNT OF THE DELINQUENT SUBSCRIBERS
COURT ACTION
SEC 43, PAR.1
STATUTORY SANCTIONS TO STOCK DELINQUENCY
1. RIGHTS DENIED TO STOCKHOLDERS
SHAREHOLDERS CANNOT VOTE / ENTITLED TO VOTE OR REPRESENTATION AT ANY STOCK MEETING
NOR THE HOLDER THEREOF TO ANY OF THE RIGHTS OF A STOCK HOLDER , EXCEPT THE RIGHTS TO DIVIDENDS SUBJECT TO THE PROVISIONS OF SEC. 43 EVEN ELECTIONS OF DIRECTORS
CORP HAS THE RIGHT TO 1ST APPLY CASH DIVIDENDS ON DELINQUENT STOCKS TO THE UNPAID BALANCE ON THE SUBSCRIPTION + COST AND EXPENSES
SATOCK DIVIDENDS, WITHHOLD THE SAME FROM THE DELINQUENT STOCKHOLDER UNTIL FULLPAYMENT (RIGHT EXERCISE BY THE CORPORATION ALTHOUGH NOT PROVIDED IN BY-LAWS)
Form of a resolution of the BoD requiring the payment of all / certain prescribe portions of a subscriber’s stock subscription
Paid- levy made upon stock of a corporation gen. for the purpose of correcting an impairment of the capital, and indicates the proportion amt. required to be paid by each stockholder
Unpaid- “call” or “ installments
Necessity to call
Call is necessary when required by the contract or when no time fixed for payment
(a call without notice to the subscriber is practically no call at all)
2. When corp becomes insolvent, the payment of stock subscription may be enforced w/o a prior call
THE BOD MAY, RESOLUTION, ORDER THE SALE OF DELINQUENT STOCK AND SHALL SPECIFICALLY STATE THE….. WHICH SHALL NOT BE LESS THAN 30 DAYS BUT NOT MORE THAN 60 DAYS
PUBLISHED ONCE A WEEK FOR 2 CONSEQUETIVE WEEKS IN NEWSPAPER FOR PROVINCIAL CIRCULATION / CITY WHERE THE PRINCIPAL OFFICE IS LOCATED
IF….. FOR THE SALE OF THE DELINQUENT STOCK, TO SUCH BIDDER WHO SHALL PAY THE FULL AMOUNT OF THE BALANCE ON THE SUBCRIPTION (+) ACCRUED INTEREST, COST OF ADVERSETISEMENT MADE, EXPENSES IN SALE = HIGHEST BIDDER
IN AN ABSENT OF BIDDERS (HIGHEST BIDDER), THE CORP MAY PURCHASE FOR ITSELF THE DELINQUENT STOCK
THE DELINQUENT STOCK SHALL BE RELEASED FROM LIABILITIES W/ REGARD TO HIS SUBSCRIPTION WHICH IS DEEMED FULLY PAID
Person offering at the sale to pay the full amount of the balance on the subscription
No action to recover delinquent stock sold can be sustained upon the irregularity or defect ………….unless the party seeking to maintain such first action pays or tender tp the holding the stock sum for which it was sold.
No action shall be maintained unless it is commenced by the filling of complaint within 6 months from the date of sale.
General rule, a corporation may not maintain suit for enforcement of unpaid subscription w/o first making a call as provided by law
Stock delinquency does not deprive the holder of all his rights as stockholder such as receiving dividends except…..
Until and unless he stockholder pays the amount due on his subscription (with accrued interest and the cost and expenses of advertisement if any )
Such right commence from the time his subscription is accepted by the corporation / if the offer to subscribe is made by the corporation
No action will be made from the corp; fraud, bad faith, negligence.