Practice question
Ria sells fully paid certificated shares to Teo, properly indorses and delivers the certificate, and both request recording. The corporation refuses solely because Ria owes it payment for an unrelated office-furniture purchase. No other lawful restriction is identified. It invokes only Section 62's unpaid-claim sentence. Which is best?
- That sentence concerns unpaid subscription claims, not every unrelated debt; the stated ground is insufficient
- Any corporate claim automatically bars recording under that sentence
- The furniture debt cancels Teo's certificate automatically
- Every unpaid personal bill makes shares delinquent
- The corporation acquires the shares without a sale
Legal references
- RA11232 Section62: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html ; China Banking v CA, GR117604, March26 1997: https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/14/34590
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