Right to vote; undisputed or disputed shares of stocks

Section 52 of the Corporation Code states that:

Section 52. Quorum in meetings. - Unless otherwise provided for in this Code or in the by-laws, a quorum shall consist of the stockholders representing a majority of the outstanding capital stock or a majority of the members in the case of non-stock corporations.

While Section 137 of the same Code defines "outstanding capital stock", thus:

Section 137. Outstanding capital stock defined. - The term "outstanding capital stock", as used in this Code, means the total shares of stock issued under binding subscription agreements to subscribers or stockholders, whether or not fully or partially paid, except treasury shares.

The right to vote is inherent in and incidental to the ownership of corporate stocks. It is settled that unissued stocks may not be voted or considered in determining whether a quorum is present in a stockholders' meeting. Only stocks actually issued and outstanding may be voted. (Tan v. Sycip, et al., 530 Phil. 609, 621, 2006) Thus, for stock corporations, the quorum is based on the number of outstanding voting stocks. (Mary E. Lim, et al. v. Moldex Land, et al., G.R. No. 206038, January 25, 2017) The distinction of undisputed or disputed shares of stocks is not provided for in the law or the jurisprudence. (G.R. No. 225022, February 05, 2018) Ubi lex non distinguit nec nos distinguere debemus — when the law does not distinguish we should not distinguish.