Sec 73 Corporate Books and Records Flashcards
SEC. 73. Books to be Kept; Stock Transfer Agent.
- Every corporation shall keep at its principal office all information relating to the corporation including, but not limited to:
(a) The articles of incorporation and bylaws and all their amendments
(b) The current ownership structure and voting rights of the corporation,
(c) The names and addresses of all the members of the board of directors or trustees and the executive officers;
(d) A record of all business transactions;
(e) A record of the resolutions Qf the board of directors or trustees and of the stockholders or members;
(f) Copies of the latest reportorial requirements submitted to the Commission;
(g) The minutes of all meetings of stockholders or members, or of the board of directors or trustees.
Who has the right to inspect corporate books?
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.
under prevailing laws,
“Intellectual Property Code of the Philippines”, Republic Act No. 8293
“Data Privacy Act of 2012”, Republic Act No. 10173
If the corporation denies or does not act on
a demand for inspection
the aggrieved party may report such denial or inaction to the Commission. Within five (5) days from receipt of such report,
Stock and Transfer Book.
(1) All stocks m the name of the stockholders
alphabetically arranged;
(2) Amount paid and unpaid on all stocks and the date of payment of any installment;
(3) Alienation, sale or transfer of stocks; and
(4) Other entries as the By-Laws may prescribe.
Loss of Stock and Transfer Book.
secondary or extrinsic evidence may be introduced to reconstitute its contents. However, the new stock and transfer book should be presented to the SEC for registration, accompanied by a sworn statement executed
Right of Inspection and Reproduction.
1) The right must be exercised at reasonable hours on business days;
2) The director, trustee, stockholder or member has not improperly used any information he secured through any previous examination;
3) Demand is made in good faith or for a legitimate purpose;
4) The inspecting or reproducing party must respect and is bound by confidentiality rules under prevailing laws
such as the Intellectual Property Code, Data Privacy Act, Securities Regulation Code, and the Rules of Court; and
5) The requesting party who is not a stockholder or member of record, or who is a competitor, director, officer,
Criminal Liability for Unlawful Denial.
Section 161 of the RCCP provides that “the unjustified failure or refusal by the corporation, or by those responsible for keeping and maintaining corporate records, to comply with Sections 45, 73, 92, 128, 177 and other pertinent rules and provisions of this Code on inspection and reproduction of records shall be punished with a fine ranging from (Pl0,000.00) to (P200,000.00),
Sec 74 Right to Financial Statements.
A corporation shall furnish a stockholder or member, within ten (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.
