Short answer. Yes. Shares of stock are personal property even where the corporation owns land, because the Civil Code classifies them expressly as movables. What you hold is an interest in the company, not a fraction of its real estate, and that distinction governs how the shares move and how they are reached.
What the law says
Shares of stock of agricultural, commercial and industrial entities, although they may have real estate.
Civil Code, Article 417 — What Else Is Personal Property. Read the full provision →
The statute anticipates the objection
The provision lists among personal property the shares of stock of agricultural, commercial and industrial entities, although they may have real estate. That closing clause is not decoration. It is the drafters answering the exact question a shareholder asks when the company's only substantial asset is land: does the character of what the company owns pass through to the share? The answer is no. Whatever sits on the corporate balance sheet, the share itself is a movable, and it stays one even if every peso of the company's value is in real property.
Why the property belongs to the company, not to you
Behind the classification lies the more basic point that a corporation owns its assets in its own right. A shareholder has no divided or undivided interest in any particular parcel the company holds; what he owns is a claim on the enterprise — a share in its profits, a vote, and a residual entitlement if it is wound up. That is why you cannot sell a piece of the corporate land by selling your shares, and why a buyer of shares acquires influence over the property rather than title to it.
What turns on the classification
Because shares are movable, dealings with them do not follow the machinery built for land. A transfer is not registered with the property registry and does not depend on annotation of a certificate of title; the corporate books are where a transfer becomes effective against the company and third persons. Security over shares uses the devices available for personal property. And when a creditor enforces a judgment against a shareholder, what he reaches is the shares, subject to whatever the company itself owes, not the parcels standing in the company's name.
The related item on the same list
The provision also classes as personal property obligations and actions which have for their object movables or demandable sums. Read together with the rule on shares, the pattern is clear enough: a right is classified by what it is a right to, and a right against a company for money or for a share in it is a movable however the company deploys its capital. If a transaction of yours depends on the difference — a sale framed as a share deal rather than a land deal, for instance — that framing changes the documents, the taxes and the risks, and is worth checking before signing.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Fort Bonifacio Development Corporation vs Valentin Fong, G.R. No. 209370, March 25, 2015 — read the decision on LawPhil →