Mandatory transfer formalities invalidate alleged share and immovable property transfers based solely on unilateral records and accounting entries.

Mandatory formalities govern transfers of company shares and immovable property. The alleged transfer of all shareholding was invalid because no executed and stamped transfer deed, delivery or endorsement of original share certificates, or prescribed statutory procedure was established; contemporaneous corporate filings continued to record the respondents as shareholders, and later unilateral revisions could not displace those records. The memorandum of understanding did not evidence a completed transfer. The claimed property transfer was also invalid because book entries adjusting an unsecured loan could not convey immovable property without a registered conveyance or equivalent transfer instrument. The purported transactions were described as non-existent, null and void, preserving the respondents' ownership and membership rights.

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Issues: (i) Whether the alleged transfer of 100% shareholding in the company to the appellants was legally valid; (ii) Whether the company's immovable property was validly transferred to the fourth appellant through book entries.

Issue (i): Whether the alleged transfer of 100% shareholding in the company to the appellants was legally valid.

Analysis: The alleged transfer lacked an executed and stamped share-transfer deed, endorsement or delivery of the original share certificates, and compliance with the prescribed statutory procedure. The contemporaneous ROC filings and annual returns consistently recorded the respondents as 100% shareholders. The later unilateral retrospective revisions of financial statements and annual returns could not displace those records. The memorandum of understanding also left the final consideration to be subsequently settled and did not establish a completed share transfer.

Conclusion: The alleged transfer of 100% shareholding was non-est and void; the respondents remained the 100% shareholders. This issue is against the appellants.

Issue (ii): Whether the company's immovable property was validly transferred to the fourth appellant through book entries.

Analysis: The claimed transfer rested only on accounting entries adjusting an unsecured loan and was unsupported by a registered conveyance or other instrument capable of transferring immovable property. The fourth appellant was not a party to the memorandum of understanding relied upon, and the amount shown in its accounts was treated as a loan rather than consideration for acquisition of the property. Continued payment of rent also contradicted the alleged transfer.

Conclusion: The purported transfer of the immovable property through book entries was illegal, null and void. This issue is against the appellants.

Final Conclusion: The respondents' ownership and membership rights in the company remain protected, and the impugned transactions cannot affect the company's shareholding or immovable asset.

Ratio Decidendi: Transfer of shares and immovable property requires compliance with the mandatory statutory formalities; unilateral accounting or statutory-record entries cannot create title in the absence of the legally required transfer instruments.

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