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Philippine Bar review · Question

Practice question: Certificate of Stock

Multiple Choice Hard

Practice question

A claimant finds a paper labeled stock certificate and argues that possession alone conclusively proves ownership despite established lack of authority for its issuance and absence of a valid underlying share interest. Which analysis is sound?
  1. The paper always creates lawful shares by itself.
  2. A certificate is evidence, so the lawful underlying interest and issuance cannot be ignored.
  3. Every holder of paper automatically becomes corporate president.
  4. Corporate records and issuance authority can never be examined.
  5. The certificate grants title to every corporate asset.

Legal references

  • RA11232, RCC, Sections61–64: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html
  • Tan v. SEC, GR95696, March3 1992, main decision: https://lawphil.net/judjuris/juri1992/mar1992/gr_95696_1992.html

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