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BP 68 (The Corporation Code of the Philippines) Section 98

Validity of restrictions on transfer of shares.

Section 98

SEC. 98. Validity of restrictions on transfer of shares.— Restrictions on the right to transfer shares must appear in the articles of incorporation and in the by-laws as well as in the certificate of stock; otherwise, the same shall not be binding on any purchaser thereof in good faith. Said restrictions shall not be more onerous than granting the existing stockholders or the corporation the option to purchase the shares of the transferring stockholder with such reasonable terms, conditions or period stated therein. If upon the expiration of said period, the existing stockholders or the corporation fails to exercise the option to purchase, the transferring stockholder may sell his shares to any third person.

Read the full instrument → · Open the chapter this section belongs to: Title XII—CLOSE CORPORATIONS →

Other provisions in Title XII—CLOSE CORPORATIONS

Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗ · Data as of July 4, 2026

CitationBP 68 (The Corporation Code of the Philippines) Section 98 (LawPlayer, data as of July 4, 2026)

Source: Supreme Court E-Library, Republic of the Philippines. Philippine laws are public documents (works of the government).

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