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
