LANUZA vs.

COURT OF APPEALS Doctrine: The articles of incorporation have been described as that which defines the charter of the corporation and the contractual relationships between the State and the corporation, the stockholders and the State, and between the corporation and its stockholders. FACTS 1979: A special stockholders meeting was called and held on the basis of what was considered as a quorum of 27 common shares, representing more than 2/3 of the common shares issued and outstanding. 1982: the heirs of one of the original incorporators, Juan Acayan, filed a petition with the Securities and Exchange Commission (SEC) for the registration of their property rights over 120 founders shares and 12 common shares owned by their father. The SEC hearing officer held that the heirs of Acayan were entitled to the claimed shares and called for a special stockholders meeting to elect a new set of officers. The SEC En Banc affirmed the decision. The shares of Acayan were recorded in the stock and transfer book. On May 6 1992, a stockholders meeting was held to elect a new set of directors. Subsequently, private respondents filed a petition with the SEC questioning the validity of the said meeting, alleging that the quorum for the said meeting should not be based on the 165 issued and outstanding shares as per the stock and transfer book, but on the initial subscribed capital stock of 776 shares, as reflected in the 1952 Articles of Incorporation. The petition was dismissed. Appeal was made to the SEC En Banc, which granted said appeal, holding that the shares of the deceased incorporators should be duly represented by their respective administrators or heirs concerned. The SEC directed the parties to call for a stockholders meeting on the basis of the stockholdings reflected in the articles of incorporation for the purpose of electing a new set of officers for the corporation. Petitioners, PMMSI stockholders, filed a petition for review with the CA. Some stockholders and directors of PMMSI, earlier filed another petition for review of the same SEC En Bancs orders. The petitions were consolidated and essentially raised the main issue as to whether the basis for the outstanding capital stock and accordingly also for determining the quorum at stockholders meetings should be the 1978 stock an d transfer book or if it should be the 1952 articles of incorporation. Petitioners claim that the 1992 stockholders meeting was valid and legal. They submit that reliance on the 1952 articles of incorporation for determining the quorum negates the existence and validity of the stock and transfer book which private respondents themselves prepared. ISSUE What should be the basis of quorum for a stockholders meetingthe outstanding capital stock as indicated in the articles of incorporation or that contained in the companys stock and transfer book? HELD The Articles of Incorporation should serve as the basis. The articles of incorporation have been described as that which defines the charter of the corporation and the contractual relationships between the State and the corporation, the stockholders and the State, and between the corporation and its stockholders. When PMMSI was incorporated, it complied with the prevailing law which was Act No. 1459, otherwise known as The Corporation Law. The contents of the articles of incorporation are binding, not only on the corporation, but also on its shareholders. In the instant case, the articles of incorporation indicate that at the time of incorporation, the incorporators were bona fide stockholders of 700 founders shares and 76 common shares. Hence, at that time, the corporation had 776 issued and outstanding shares. On the other hand, a stock and transfer book is the book which records the names and addresses of all stockholders arranged alphabetically, the installments paid and unpaid on all stock for which subscription has been made, and the date of payment thereof; a statement of every alienation, sale or transfer of stock made, the date thereof and by and to whom made; and such other entries as may be prescribed by law. A stock and transfer book is necessary as a measure of precaution, expediency and convenience since it provides the only certain and accurate

method of establishing the various corporate acts and transactions and of showing the ownership of stock and like matters. However, a stock and transfer book, like other corporate books and records, is not in any sense a public record, and thus is not exclusive evidence of the matters and things which ordinarily are or should be written therein. In fact, it is generally held that the records and minutes of a corporation are not conclusive even against the corporation but are prima facie evidence only. Quorum in meetings is based on the totality of the shares which have been subscribed and issued, whether it be founders shares or common shares. To base the computation of quorum solely on the obviously deficient, if not inaccurate stock and transfer book, and completely disregarding the issued and outstanding shares as indicated in the articles of incorporation would work injustice to the owners and/or successors in interest of the said shares. The stock and transfer book of PMMSI cannot be used as the sole basis for determining the quorum as it does not reflect the totality of shares which have been subscribed, more so when the articles of incorporation show a significantly larger amount of shares issued and outstanding as compared to that listed in the stock and transfer book.