Stockholders of F. Guanzon and Sons, Inc. v. Register of Deeds of Manila
REITERATIONFacts
The Antecedents: The five stockholders of F. Guanzon and Sons, Inc. executed a certificate of liquidation on September 19, 1960, stating that pursuant to a resolution adopted on September 17, 1960, dissolving the corporation, they had distributed among themselves, in proportion to their shareholdings, the corporation's assets, including real properties in Manila. Procedural History: The certificate of liquidation was presented to the Register of Deeds of Manila for registration but was denied on seven grounds. The stockholders disputed grounds 3 (number of parcels not certified in acknowledgment), 5 (registration fees of P430.50 needed), 6 (documentary stamps of P940.45 needed), and 7 (judgment of court approving dissolution and directing disposition of assets needed). The Commissioner of Land Registration overruled ground No. 7 but sustained grounds Nos. 3, 5, and 6. The Appeal: The stockholders appealed the resolution of the Commissioner of Land Registration to the Supreme Court, contending that the certificate of liquidation was not a conveyance or transfer but merely a distribution of assets of a dissolved corporation. They argued that as it was not a conveyance, it did not require a statement of the number of parcels in the acknowledgment, and thus the documentary stamps should only be P0.30, and the registration fee should not be P430.50.
Issue(s)
Whether the certificate of liquidation of corporate assets constitutes a transfer or conveyance subject to registration fees and documentary stamps. Whether the certificate of liquidation requires a statement of the number of parcels in the acknowledgment.
Ruling
The Supreme Court affirmed the resolution of the Commissioner of Land Registration, holding that the certificate of liquidation is in the nature of a transfer or conveyance and is subject to the payment of registration fees and documentary stamps.
Ratio Decidendi
On the Issue of Transfer or Conveyance and Associated Fees: The Court held that a corporation is a juridical person distinct from its members, and its properties are owned by it as a separate entity. Therefore, the act of liquidation and distribution of assets by the stockholders of F. Guanzon and Sons, Inc. is not a partition of community property but rather a transfer or conveyance of the title of its assets to the individual stockholders. Since the purpose is to transfer title from the corporation to the stockholders, this transfer cannot be effected without a corresponding deed of conveyance. Consequently, the certificate of liquidation is considered in the nature of a transfer or conveyance and is subject to the payment of registration fees and documentary stamps as required for such transactions. The Court agreed with the Commissioner of Land Registration and the Register of Deeds that the certificate, in substance, represents a transfer of assets from the corporation to the stockholders. On the Issue of Acknowledgment Statement: While not explicitly ruled upon as a separate point, the Court's affirmation of the Commissioner's decision, which sustained requirement No. 3 (number of parcels not certified to in the acknowledgment), implies that this requirement is also applicable to documents considered as conveyances. The reasoning that the certificate is in the nature of a transfer or conveyance logically extends to the procedural requirements for such documents, including proper acknowledgment detailing the subject matter of the transfer.
Main Doctrine
The Supreme Court affirmed the resolution of the Commissioner of Land Registration, holding that a certificate of liquidation of corporate assets, even after dissolution, constitutes a transfer or conveyance of title from the corporation to its stockholders. Consequently, it is subject to the payment of registration fees and documentary stamps as required for such transactions, because a corporation is a juridical person distinct from its members, and its properties are owned by it as a separate entity.