Capital structure of a corporation: capital, capital subscribed, stock dividends, etc.
Crucial in point is our disquisition in G.R. No. 127937 entitled National Telecommunications Commission v. Honorable Court of Appeals, which we quote:
The term capital and other terms used to describe the capital structure of a corporation are of universal acceptance and their usages have long been established in jurisprudence. Briefly, capital refers to the value of the property or assets of a corporation. The capital subscribed is the total amount of the capital that persons (subscribers or shareholders) have agreed to take and pay for, which need not necessarily by, and can be more than, the par value of the shares. In fine, it is the amount that the corporation receives, inclusive of the premiums if any, in consideration of the original issuance of the shares. In the case of stock dividends, it is the amount that the corporation transfers from its surplus profit account to its capital account. It is the same amount that can be loosely termed as the trust fund of the corporation. The Trust Fund doctrine considers this subscribed capital as a trust fund for the payment of the debts of the corporation, to which the creditors may look for satisfaction. Until the liquidation of the corporation, no part of the subscribed capital may be returned or released to the stockholder (except in the redemption of redeemable shares) without violating this principle. Thus, dividends must never impair the subscribed capital; subscription commitments cannot be condoned or remitted; nor can the corporation buy its own shares using the subscribed capital as the considerations therefor.
Two concepts can be gleaned from the above. First, what constitutes capital stock that is subject to the SRF. Second, such capital stock is equated to the trust fund of a corporation held in trust as security for satisfaction to creditors in case of corporate liquidation.
The first asks if stock dividends are part of the outstanding capital stocks of a corporation insofar as it is subject to the SRF. They are. The first issue we have to tackle is, are all the stock dividends that are part of the outstanding capital stock of PLDT subject to the SRF? Yes, they are.
PLDTs contention, that stock dividends are not similarly situated as the subscribed capital stock because the subscribers or shareholders do not pay for their issuances as no amount was received by the corporation in consideration of such issuances since these are effected as a mere book entry, is erroneous.
Dividends, regardless of the form these are declared, that is, cash, property or stocks, are valued at the amount of the declared dividend taken from the unrestricted retained earnings of a corporation. Thus, the value of the declaration in the case of a stock dividend is the actual value of the original issuance of said stocks. In G.R. No. 127937 we said that in the case of stock dividends, it is the amount that the corporation transfers from its surplus profit account to its capital account or it is the amount that the corporation receives in consideration of the original issuance of the shares. It is the distribution of current or accumulated earnings to the shareholders of a corporation pro rata based on the number of shares owned. Such distribution in whatever form is valued at the declared amount or monetary equivalent.
Thus, it cannot be said that no consideration is involved in the issuance of stock dividends. In fact, the declaration of stock dividends is akin to a forced purchase of stocks. By declaring stock dividends, a corporation ploughs back a portion or its entire unrestricted retained earnings either to its working capital or for capital asset acquisition or investments. It is simplistic to say that the corporation did not receive any actual payment for these. When the dividend is distributed, it ceases to be a property of the corporation as the entire or portion of its unrestricted retained earnings is distributed pro rata to corporate shareholders.
When stock dividends are distributed, the amount declared ceases to belong to the corporation but is distributed among the shareholders. Consequently, the unrestricted retained earnings of the corporation are diminished by the amount of the declared dividend while the stockholders equity is increased. Furthermore, the actual payment is the cash value from the unrestricted retained earnings that each shareholder foregoes for additional stocks/shares which he would otherwise receive as required by the Corporation Code to be given to the stockholders subject to the availability and conditioned on a certain level of retained earnings. Elsewise put, where the unrestricted retained earnings of a corporation are more than 100% of the paid-in capital stock, the corporate Board of Directors is mandated to declare dividends which the shareholders will receive in cash unless otherwise declared as property or stock dividends, which in the latter case the stockholders are forced to forego cash in lieu of property or stocks.
In essence, therefore, the stockholders by receiving stock dividends are forced to exchange the monetary value of their dividend for capital stock, and the monetary value they forego is considered the actual payment for the original issuance of the stocks given as dividends. Therefore, stock dividends acquired by shareholders for the monetary value they forego are under the coverage of the SRF and the basis for the latter is such monetary value as declared by the board of directors.
In essence, therefore, the stockholders by receiving stock dividends are forced to exchange the monetary value of their dividend for capital stock, and the monetary value they forego is considered the actual payment for the original issuance of the stocks given as dividends. Therefore, stock dividends acquired by shareholders for the monetary value they forego are under the coverage of the SRF and the basis for the latter is such monetary value as declared by the board of directors.
On the second issue, do the assailed NTC assessments violate the ruling in G.R. No. 127937? PLDT contends that these did since the assessments are identical to the previous assessments from 1988 which were questioned by PLDT in the seminal G.R. No. 127937 for being based on the market value of its outstanding capital stock.
A cursory review of the assessments made by the NTC prior to our July 28, 1999 Decision in G.R. No. 127937 and the assailed assessments of February 10, 2000 and September 5, 2000 does show that the assessments are substantially identical. In our July 28, 1999 Decision in G.R. No. 127937, we noted, and similarly true in the petition before us, that, The actual capital paid or the amount of capital stock paid and for which PLDT received actual payments were not disclosed or extant in the records before the Court.
Hence, as before, we cannot factually determine whether the assailed assessments substantially followed our Decision in G.R. No. 127937. It is apparent that the assessments are identical and that the NTC in the earlier case asserted that the SRF be based on the market value of the capital stock, yet it assessed it to PLDT. However, a closer look at the assailed assessments of February 13, 2000 and September 5, 2000 would show that the NTC based its assessment on the schedule of capital stock submitted by PLDT. PLDT did not dispute this; it only disputed the level of assessment which was the same as before.
Now, where should the NTC base its assessment? It is incumbent upon PLDT to furnish the NTC the actual payment made on the subscription of its capital stock in order for the NTC to assess the proper SRF. Logically, the NTC would base its SRF assessment of PLDT from PLDT data.
PLDT should not bewail that the assailed assessments are substantially the same assessments it protested in G.R. No. 127937. After all, it had not shown the actual figures of the amount of premiums and subscriptions it had received for the original issuances of its capital stock. While indeed it submitted a table of the comparative assessments made by the NTC to this Court, PLDT has not furnished the NTC nor this Court the correct figures of the actual payments made for its capital stock.
We are not unaware that in accounting practice, the journal entries for transactions are recorded in historical value or cost. Thus, the purchase of properties or assets is recorded at acquisition cost. The same is true with liabilities and equity transactions where the actual loan and the amount paid for the subscription are recorded at the actual payment, including the premiums paid for the subscription of capital stock.
Moreover, it is common practice that the values of the accounts recorded at historical value or cost are not increased or decreased due to market forces. In the case of properties, the appreciation in values is generally not recorded as income nor the increase in the corresponding asset because the increase or decrease is not yet realized until the property is actually sold. The same is true with the capital account. The market value may be much higher than the actual payment of the par value and premium of capital stock.Still, the books of account will not reflect such increase; and vice-versa, any decrease of the value of stocks is likewise not reflected in the books of account. Thus, given the general practice that book entries of the premiums and subscriptions for capital stock are the actual value for the original issuance of stocks, then the NTC was correct to follow the schedule of capital stocks submitted by PLDT.
Moreover, the Trust Fund doctrine, the second concept this Court elucidated in G.R. No. 127937 and quoted above, bolsters the correctness of the assessments made by the NTC. As a fund in trust for creditors in case of liquidation, the actual value of the subscriptions and the value of stock dividends distributed may not be decreased or increased by the fluctuating market value of the stocks. Thus, absent any showing by PLDT of the actual payment it received for the original issuance of its capital stock, the assessments made by the NTC, based on the schedule of outstanding capital stock of PLDT recorded at historical value payments made, is deemed correct.
Anent stock dividends, the value transferred from the unrestricted retained earnings of PLDT to the capital stock account pursuant to the issuance of stock dividends is the proper basis for the assessment of the SRF, which the NTC correctly assessed. (G.R. No. 152685. December 4, 2007)