Re: Classification of Corporations; Express Powers; Right of First Refusal; Procedure in Transferring Shares of Stock; Qualifications of Directors; and Probative Value of the Stock and Transfer Book

October 11, 2019SEC-OGC OPINION NO. 51-19RE: CLASSIFICATION OF CORPORATIONS; EXPRESS POWERS; RIGHT OF FIRST REFUSAL; PROCEDURE IN TRANSFERRING SHARES OF STOCK; QUALIFICATIONS OF DIRECTORS; AND PROBATIVE VALUE OF THE STOCK AND TRANSFER BOOKCarlos F. Eustaquio277 Cabato Road, TetuanZamboanga CityDear Mr. Eustaquio :This refers to your letter dated 18 August 2017, raising the following queries/concerns regarding Universidad de Zamboanga, Inc. (UDZ): (1) Is UDZ a stock and profit corporation? If it is, does this mean that its stockholders may request for the declaration of dividends since it has exorbitant retained earnings over the years?(2) Whether or not Nos. 2 (f); 2 (j) and 2 (l) of UDZ's 2004 Amended Articles of Incorporation (AOI) serve its primary purpose?(3) That for several years, it has been observed that there are adverse opinions coming from the external auditors.(4) In the absence of the right of first refusal in UDZ's AOI and By-Laws, can a stockholder sell his/her share without offering to other stockholders?(5) What is the procedure in transferring a common/voting stock and when is it legal?(6) Can any...