June 17, 2019
SEC-OGC OPINION NO. 23-19
RE: SEC APPROVAL OF ISSUANCE OF CASH AND STOCK DIVIDENDS
Toyota Manila Bay Corporation
Roxas Boulevard cor. EDSA Extension
Boulevard 2000, Pasay City 1308
Attention: Mr. Albert James C. Aligada and Mr. Hiroya Miyahara
Gentlemen :
This refers to your letter dated 02 January 2019 requesting an opinion on whether it is necessary to wait for the written approval/advice of the Securities and Exchange Commission (SEC) before Toyota Manila Bay Corporation (TMBC), an unlisted corporation, can validly issue cash and stock dividends to its stockholders.
You stated that TMBC declared the issuance of both cash and stock dividends to its stockholders not later than 31 December 2018, as approved by a majority vote of its Board of Directors and two-thirds (2/3) vote of its outstanding capital stock. It was further disclosed that TMBC has already submitted the documentary requirements as enumerated in SEC's website. Hence, your query.
Paragraph 1, Section 42 of the Revised Corporation Code (RCC) 1 provides:
xxx xxx xxx
"Section 42. Power to Declare Dividends. — The board of directors of a stock corporation may declare...
