Practice question
A creditor establishes a recognized basis for reaching subscriptions. A defendant proves that she fully discharged her own subscription in lawful consideration. There is no improper distribution, fraudulent transfer or other personal-liability ground. The creditor demands another shareholder’s unpaid balance from her solely because both hold shares. Which is best?
- The stated subscription theory does not shift another person’s unpaid balance to a fully paid shareholder
- Every shareholder automatically guarantees every other subscription
- Proof of payment can never matter
- Shareholding alone creates unlimited solidarity
- A creditor may ignore the pleaded liability ground
Legal references
- Halley v. Printwell, GR157549, May30 2011, main opinion: https://lawphil.net/judjuris/juri2011/may2011/gr_157549_2011.html Payment proof and limit of unpaid-subscription recovery.
- Enano-Bote v. Alvarez, GR223572, November10 2020, main opinion: https://lawphil.net/judjuris/juri2020/nov2020/gr_223572_2020.html Recognized grounds for creditor recourse.
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