RA 11232 Section 97

Validity of Restrictions on Transfer of Shares.

Section 97

SEC. 97. Validity of Restrictions on Transfer of Shares. - Restrictions on the right to transfer shares must appear in the articles of incorporation, in the bylaws, as well as in the certificate of stock; otherwise, the same shall not be binding on any purchaser 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. 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 their shares to any third person.

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CitationRA 11232 Section 97 (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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