Revised Corporation Code · Title VII: Stocks and Stockholders

Section 64

Liability of Directors for Watered Stocks

A director or officer of a corporation who: (a) consents to the issuance of stocks for a consideration less than its par or issued value; (b) consents to the issuance of stocks for a consideration other than cash, valued in excess of its fair value; or (c) having knowledge of the insufficient consideration, does not file a written objection with the corporate secretary, shall be liable to the corporation or its creditors, solidarily with the stockholder concerned for the difference between the value received at the time of issuance of the stock and the par or issued value of the same.

Text of Republic Act No. 11232 (approved February 20, 2019), which repealed Batas Pambansa Blg. 68, the 1980 Corporation Code. Shown as enacted; check SEC issuances for implementing rules. For information and research only, and not legal advice.