After reading “What are Treasury Shares?”, read also “What are Redeemable Shares?”
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The corporation has the power to acquire its own shares.
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Treasury Shares are shares of stock which have been issued and fully paid for, but subsequently reacquired by the issuing corporation through purchase, redemption, donation, or some other lawful means
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Treasury Shares may again be disposed of for a reasonable price fixed by the board of directors.
Treasury Shares are shares of stock which have been issued and fully paid for, but subsequently reacquired by the issuing corporation through purchase, redemption, donation, or some other lawful means. Such shares may again be disposed of for a reasonable price fixed by the board of directors. (Section 9, Revised Corporation Code of the Philippines)
What are the limitations on the re-acquisition of Treasury Shares? The law says:
The corporation has the power to acquire its own shares provided, that the corporation has unrestricted retained earnings in its books to cover the shares to be purchased or acquired, a stock corporation shall have the power to purchased or acquired, a stock corporation shall have the power to purchase or acquire its own shares for a legitimate corporate purpose or purposes, including the following cases:
- To eliminate fractional shares arising out of stock dividends;
- To collect or compromise an indebtedness to the corporation, arising out of unpaid subscription, in a delinquency sale, and to purchase delinquent shares sold during said sale; and
- To pay dissenting or withdrawing stockholders entitled to payment for their shares under the provisions of this Code. (Section 40, RCCP)
May treasury shares be declared as stock or cash dividend? No.
Treasury shares can be distributed as property dividends. But they cannot be declared as stock or cash dividends because they are not considered part of earned or surplus profits. The distribution of cash or stock dividends out of treasury shares would be converting the corporation into both a debtor and creditor for the same amount at the same time, or requiring it to take money or stock from one of its pockets and putting it in another, which is absurd. Treasury shares may be declared as property dividend to be issued out of the retained earnings previously used to support their acquisition provided that the amount of the said retained earnings has not been subsequently impaired by losses. (SEC Opinion, July 17, 1984)
Jurisprudence says:
Treasury shares are stocks issued and fully paid for and re-acquired by the corporation either by purchase, donation, forfeiture or other means. They are therefore issued shares, but being in the treasury they do not have the status of outstanding shares. Consequently, although a treasury share, not having been retired by the corporation re-acquiring it, may be re-issued or sold again, such share, as long as it is held by the corporation as a treasury share, participates neither in dividends, because dividends cannot be declared by the corporation to itself, nor in the meetings of the corporations as voting stock, for otherwise equal distribution of voting powers among stockholders will be effectively lost and the directors will be able to perpetuate their control of the corporation though it still represent a paid — for interest in the property of the corporation. (Commissioner of Internal Revenue vs. John L. Manning, G.R. No. L-28398. August 6, 1975)
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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