Professional Documents
Culture Documents
For a valid transfer of shares of stock, the Contents of the plan of merger:
requirements are as follows: - The names of the corporations proposing to
- There must be delivery of the stock certificate merge and consolidate—the constituent
- Certificate must be endorsed by the owner or corporations
his attorney-in-fact or other legally authorized - The terms of the merger or consolidation and
to make the transfer the mode of carrying the same into effect
- To be valid as against third persons, the - A statement of changes, if any, in the articles
transfer must be recorded in the books of the of incorporation; and, with respect to the
corporation consolidated corporation in case of
- **A stock certificate must be delivered AND consolidation, all the statements required to
its delivery must be coupled with an intention be set forth in the articles of incorporation for
of constituting the person to whom the stock corporations under the Corporation Code
is delivered the transferee thereof - Other provisions with respect to the proposed
- ** The person to whom the stock certificates merger or consolidation as are deemed
are endorsed must be a bona fide transferee necessary or desirable
and for value
Articles of Merger or Consolidation Contents:
Sales and other dispositions of shares of stock - The plan of merger or the plan of
must be registered in the STB to: consolidation
- Enable the corporation to know at all times - As to stock corporations, the number of
who are the actual stockholders shares outstanding, or in the case of non-
- Afford the corporation an opportunity to stock corporations, the number of members
object or refuse its consent to such transfer - As to each corporation, the number of shares
when it has claims against such shares or members voting for and against such plan,
- To avoid fictitious or fraudulent transfers respectively