THE outstanding capital stock of a corporation shall constitute a trust fund held by the corporation for the benefit of its creditors. It shall not be returned to the stockholders by repurchase of shares, except in the manner as provided for under the Revised Corporation Code, and the rules prescribed by the Securities and Exchange Commission (SEC).

No corporation shall redeem, repurchase or reacquire its own shares, unless it has an adequate amount of unrestricted retained earnings to support the cost of the said shares, except: