G.R. NO.

L-18216 (1962)

STOCKHOLDERS OF F. GUANZON AND SONS, INC., Petitioners-Appellants,

vs.

REGISTER OF DEEDS OF MANILA, Respondent-Appellee.

Ponente: Bautista Angelo, J.

FACTS:

 On September 19, 1960, 5 stockholders of the F. Guanzon and Sons, Inc. signed a
certificate of liquidation of the corporation's assets, dissolution, and distribution of
corporate assets, including real estate, among themselves in proportion to their
shareholdings, as liquidating dividends.
 Register of Deeds of Manila denied the registration of the certificate of liquidation:
1. The total number of parcels that have not been certified in the acknowledgement;
2. P430.50 Reg. fees need be paid;
3. P940.45 documentary stamps need be attached to the document;
4. The court's ruling approving the dissolution and directing the disposition of the
corporation's assets must be presented.
 Because the corporation has already been dissolved, the investors contend that the
certificate of liquidation merely partitions/distributes the corporate assets among them.
As a result, they are exempt from the Land Registration Authority's and the Register of
Deeds' regulations.
 The LRA replies that the distribution of corporate assets following the corporation's
dissolution is ultimately a transfer of property to the stockholders.

ISSUE:

Whether the certificate is merely a distribution of the corporation's assets or whether it should be
deemed a transfer or conveyance

RULING:
It is a property transfer or conveyance. A corporation is a legal entity that exists independently of
its stockholders. The corporation owns the properties registered in its name as a separate entity.
Stockholders' shares are their personal property, not the corporation’s, and they only represent a
portion of the corporation's property or the right to a share of the profits. The bearer of such a
share does not own any part of the corporation's capital, nor does he have any rights to a specific
component of its assets, nor is he a co-owner.

G.R. NO. 58168 (1989)

CONCEPCION MAGSAYSAY-LABRADOR, SOLEDAD MAGSAYSAY-CABRERA,

THE COURT OF APPEALS and ADELAIDA RODRIGUEZ-MAGSAYSAY, Special

Ponente: Fernan, C.J.

FACTS:

 Adelaida Rodriguez Magsaysay, a private respondent, filed an action against Subic Land
Corporation (SUBIC), among others, to have the deeds of assignment and mortgage made
in favor of the latter by her late husband annulled.
 The subject land of the two deeds, according to the private respondent, was purchased
with conjugal funds. She argued that the acts of assignment and mortgage were done to
deceive the conjugal partnership because her approval to the disposition of the property
was not acquired. She went on to say that the same was done without thought and was
hence null and void.
 Petitioners, sisters of the private respondent's late spouse, filed a request for intervention
alleging that their brother transferred to them one-half of his SUBIC shareholdings, or
around 41%. Because SUBIC has a personality separate and distinct from its
stockholders, the trial court refused the move for intervention, stating that petitioners had
 no legal interest. On appeal, the CA confirmed the denial. As a result, this petition has
been created.

ISSUE:

Whether petitioners, as SUBIC stockholders, have a legal interest in the action for annulment of
the corporation's deeds of assignment and mortgage.

RULING:

No. According to the Court, the interest that permits a person to intervene in an action between
other parties must be in the subject matter of the lawsuit and of such a direct and immediate kind
that the intervenor will either gain or lose by the judgment's direct legal operation and effect. In
the instant petition, it was said that the petitioners'-movants' interest, if it exists at all, is indirect,
contingent, remote, conjectural, consequential, and collateral. At the very least, their interest is
simply theoretical, or based on the expectation of a right to participate in the corporation's
management and to share in its profits as well as its properties and assets upon dissolution, after
payment of the corporation's debts and obligations.

While a share of stock indicates a proportionate or aliquot interest in the corporation's property, it
does not provide the owner with any legal right or title to any of the property, his interest being
equitable or beneficial in nature. In a legal sense, shareholders are not the owners of corporate
property, which is owned by the corporation as a separate legal entity.
G.R. NO. 125986 (1999)

LUXURIA HOMES, INC., and/or AIDA M. POSADAS, Petitioners,

Ponente: Martinez, J.

FACTS:

 Aida and her two minor children shared ownership of a 1.6-hectare property in Sucat,
Muntinlupa, that was occupied by squatters. Aida then hired Bravo to manage the
property's development and negotiate with the squatters. Aida and her children assigned
the land to Luxuria Homes seven months later, and Bravo witnessed the execution of the
deed of assignment and Luxuria's articles of incorporation.
 Then, in 1992, Aida and Bravo's relationship deteriorated, and Bravo demanded payment
for services done in connection with the development of the land. Aida is insistent about
not paying. As a result, Aida and Luxuria Homes were sued by James Builder and Bravo.
 Aida was deemed in default by the trial court, and she was compelled to pay Bravo
jointly and in solidum with Luxuria. Aida, in return, filed a complaint with the CA. The
CA then overturned the trial court's ruling and removed the award of moral damages,
claiming that because James Builder is a corporation, it could not suffer physical
suffering or mental anguish.

ISSUE:

Can petitioner Luxuria Homes Inc., be held liable to private respondents for the transactions
supposedly entered into between petitioner Posadas and private respondents?

RULING:

No. The incorporation of Luxuria Homes and the subsequent transfer of the subject property to it
were done with Bravo's full knowledge and consent.