Fundamental Rights of a Stockholder | 11 March 2024

The rights of a stockholder are categorized into three: Management Rights, Proprietary Rights, and Remedial Rights.

Fundamental Rights of a Stockholder

The rights of a stockholder are categorized into three: Management Rights, Proprietary Rights, and Remedial Rights.

Management Right

  1. To attend and vote in person or by proxy at stockholders’ meetings;

  2. To elect and remove directors;

  3. To approve certain corporate acts;

  4. To adopt and amend or repeal the by-laws or adopt new by-laws;

  5. To compel the calling of the meetings;

  6. To enter into a voting trust agreement; and,

  7. To have the corporation voluntarily dissolved.

Proprietary Right

  1. To transfer stocks in the corporate book;

  2. To receive dividends when declared;

  3. To be issued a stock certificate or other evidence of stock ownership;

  4. To participate in the distribution of corporate assets upon dissolution; and,

  5. To pre-emption/ to subscribe to all issues or disposition of shares of any class.

Remedial Right

  1. To inspect corporate books;

  2. To recover stock unlawfully sold for delinquent payment of subscription;

  3. To be furnished with the most recent financial statements or reports of the corporation’s operation;

  4. To bring suits (derivative suit, individual suit, and representative suit); and,

  5. To demand payment in the exercise of appraisal right.

(Republic Act No. 11232 or The Revised Corporation Code)

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