【Urgent!!】How to solve over share transfer?

Hi, I would like to ask if by-laws of the corporation indicates this article;

[No share of stock against which the corporation holds unpaid claim shall be transferable in the books of the corporation.]

and I would like to sell my unpaid share to the other person with assumption of the obligation.

(Subscription is P900,000.00 but I only paid-in P225,000.00)

Are there any ways to make it without amending this article?


I was thinking the possibility that as long as majority of the other stockholders agrees with my action by the minutes of the meeting, it will be valid.


I am not planning to pay but will give this share up to someone with assumption payment.


Thank you.

That's a common provision on by-laws, since the basic law on corporation does not allow you to transfer ownership of not fully subscribed shares of stock.

Selling and assumption of obligation are only applicable to you and your buyer, since corporations shareholders have pre-emptive rights as to shares of the corporation. You may sell and agree on the assumption obligation with your buyer, but the corporation can always revoke the transaction on behalf of the transaction. It is different also if it is a closed corporation.

You must bring your plan of selling with the boards approval.