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Question

Subject: F. Stockholders and Members

Topic: Certificate of Stock - Sections 62-63

Mr. Juan Dela Cruz invested in a corporation by purchasing 50 shares of its capital stock. The corporation issued a Certificate of Stock to Mr. Dela Cruz, reflecting his ownership of the said shares.

One year later, Mr. Dela Cruz decided to transfer 10 of his shares to his friend, Ms. Maria Santos. However, due to a busy schedule, Mr. Dela Cruz was unable to accomplish the necessary paperwork for the transfer.

In the meantime, without Mr. Dela Cruz's knowledge or consent, a fellow shareholder, Mr. Pedro Gonzales, convinced Ms. Santos to transfer the 10 shares to him instead. Ms. Santos, unaware of the situation, proceeded with the transfer.

Upon learning of the unauthorized transfer, Mr. Dela Cruz filed a complaint with the corporation, seeking to invalidate the transfer of his shares to Mr. Gonzales.

Based on the given scenario and applying the provisions on the Certificate of Stock (Sections 62-63) of the Corporation Code, answer the following questions:

1. What are the requirements for the transfer of shares of stock? Explain. (5 points)
2. Can the transfer of Mr. Dela Cruz's shares to Mr. Gonzales be invalidated? Discuss. (5 points)

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Answer