NTONETTE T C OMIA A LBAN R OBERT L ORENZO F D E A LBAN J OEBEN T D E J ESUS C

Ntonette t c omia a lban r obert l orenzo f d e a

This preview shows page 44 - 45 out of 64 pages.

NTONETTE T. C OMIA , A LBAN R OBERT L ORENZO F. D E A LBAN , J OEBEN T. D E J ESUS , C HRIS J ARK A CE M. M AÑO , A NNA M ARIE P. O BIETA , R UBY A NNE B. P ASCUA , F LOR A NGELA T. S ABAUPAN , G IAN F RANCES N ICOLE C. V ILCHES 3. Alienation, sale or transfer of stocks 4. Other entries as the by laws may prescribe ii. WHO MAY MAKE VALID ENTRIES Q: Who may make proper entries in stock and transfer books? A: The obligation and duty falls on the corporate secretary. If the corporate secretary refuses to comply, the stockholder may rightfully bring suit to compel performance. The stockholder cannot take the law on to his hands; otherwise such entry shall be void. (Torres, Jr. v. CA, G.R. No. 120138, Sept. 5, 1997) Q: What is the probative value of the stock and transfer book? A: The entries are considered prima facie evidence of the matters stated therein and may be subject to proof to the contrary (Bitong v. CA, G.R. No. 123553, July 13, 1999). Q: Who are the persons given the right to inspect corporate books? A: 1. Any director, trustee, stockholder or member 2. Voting trust certificate holder 3. Stockholder of sequestered company 4. Beneficial owners of shares Q: What is the basis of SH s right of inspection? A: As owners of the assets and property of the corporation stockholders should be entitled to the right of inspection which is predicated upon the necessity of self protection. Q: What are the limitations on the right to inspection? A: 1. The right must be exercised during reasonable hours on business days 2. The person demanding the right has not improperly used any information obtained through any previous examination of the books and records of the corporation 3. The demand is made in good faith or for legitimate purpose germane to his interest as a styockholder. (Sec. 74) 4. It should follow the formalities that may be required in the by laws 5. The right does not extend to trade secrets 6. It is subject to limitations under special laws, e.g. Secrecy of Bank Deposits and FCDA or the Foreign Currency Deposits Act. Note: The right extends, in compliance with equity, good faith, and fair dealing, to a foreign subsidiary wholly owned by the corporation (F) LOST OR DESTROYED CERTIFICATES Q: What is the procedure for the issuance of a new stock certificate in lieu of those which have been lost, stolen or destroyed? A: 1. The registered owner of a certificate of stock in a corporation or his legal representative shall file with the corporation an affidavit in triplicate setting forth, if possible, the circumstances as to how the certificate was lost, stolen or destroyed, the number of shares represented by such certificate, the serial number of the certificate and the name of the corporation which issued the same. 2. After verifying the affidavit and other information and evidence with the books of the corporation, said corporation shall publish a notice in a newspaper of general circulation published in the place where the corporation has its principal office, once a week for three (3) consecutive weeks at the expense of the registered owner of the certificate of
Image of page 44
Image of page 45

  • Left Quote Icon

    Student Picture

  • Left Quote Icon

    Student Picture

  • Left Quote Icon

    Student Picture