Photo from Unsplash | Joshua Mayo
The following post does not create a lawyer-client relationship between Alburo Alburo and Associates Law Offices (or any of its lawyers) and the reader. It is still best for you to engage the services of a lawyer or you may directly contact and consult Alburo Alburo and Associates Law Offices to address your specific legal concerns, if there is any.
Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
AT A GLANCE:
No share may be deprived of voting rights except those classified and issued as preferred or redeemable shares, unless otherwise provided in the Revised Corporation Code.
There shall be a class or series of shares which have complete voting rights. (Section 6, R.A. No. 11232 or the Revised Corporation Code)
Among the attributes of ownership of a property is the right to enjoy and exercise control over such property without any limitation other than those prescribed by law. The same is applicable in ownership of shares of stock of a corporation.
In the case of Republic of the Philippines v. Philippine Coconut Producers Federation (G.R. No. 147062-64, December 14, 2001), the Supreme Court ruled that:
Ownership includes the right to enjoy, dispose of, exclude and recover a thing without limitations other than those established by law or by the owner. Ownership has been aptly described as the most comprehensive of all real rights. And the right to vote shares is a mere incident of ownership.
Further, jurisprudence states that:
Voting is an act of dominion that should be exercised by the share owner. One of the recognized rights of an owner is the right to vote at meetings of the corporation. The right to vote is classified as the right to control. Voting rights may be for the purpose of, among others, electing or removing directors, amending a charter, or making or amending by laws.
The Revised Corporation Code explicitly provides:
No share may be deprived of voting rights except those classified and issued as “preferred” or “redeemable” shares, unless otherwise provided in this Code: Provided, That there shall be a class or series of shares with complete voting rights. (Section 6, R.A. No. 11232)
Manner of Voting
The Revised Corporation Code states that:
The right to vote of stockholders or members may be exercised in person, through remote communication or in absentia. The Commission shall issue the rules and regulations governing participation and voting through remote communication or in absentia, taking into account the company’s scale, number of stockholders or members, structure, and other factors consistent with the protection and promotion of shareholders’ or members’ meetings. (Section 49, R.A. No. 11232)
Related Article/s: Rights of a Stockholder
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries regarding taxation and taxpayer’s remedies, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
All rights reserved.