Corporate Books and Records Flashcards
Enumerate all the books required to be kept by the corporation.
(1) The articles of incorporation and bylaws of the corporation and all their amendments
(2) The current ownership structure and voting rights of the corporation
(3) The names and addresses of all the members of the board of directors or trustees and the executive officers
(4) A record of all business transactions
(5) A record of the resolutions of the board of directors or trustees and of the stockholders or members
(6) Copies of the latest reportorial requirements submitted to the Commission
(7) The minutes of all meetings of stockholders or members, or of the board of directors or trustees.
(8) Stock and transfer book for stock corporations
What is the rule regarding the right to inspection?
Corporate records, regardless of the form in which they are restored, shall be open to inspection by any director, trustee, stockholder, or member of the corporation in person or by a representative at reasonable hours on business days, and a demand in writing may be made by such director, trustee, or stockholder at their expense, for copies of such records or excerpts from said records.
What if the corporation denies a stockholder for the latter’s demand to inspection or reproduction?
If the corporation denies or does not act on a demand for inspection and/or reproduction, the aggrieved party may report such denial or inaction to the Commission. Within 5 days from receipt of such report, the Commission shall conduct a summary investigation and issue and order directing the inspection or reproduction of the requested records.
What is the rule regarding the right to financial statements?
A corporation shall furnish a stockholder or member, within 10 days from receipt of their written request, its most recent financial statement, in the form and substance of the financial reporting required by the Commission.
