REPUBLIC ACT No.

11232

An Act Providing for the Revised Corporation Code of the Philippines

https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html

TITLE VIII
CORPORATE BOOKS AND RECORDS

Section 73. Books to be Kept; Stock Transfer Agent. - Every corporation shall keep and carefully
preserve at its principal office all information relating to the corporation including, but not limited to:

(a) The articles of incorporation and bylaws of the corporation and all their amendments;

(b) The current ownership structure and voting rights of the corporation, including lists of
stockholders or members group structures, intra-group relations, ownership data, and
beneficial ownership.

(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 of the board of directors or trustees and of the stockholders or
members;

(f) Copies of the latest reportorial requirements submitted to the Commission; and

(g) The minutes of all meetings of stockholders or members, or of the board of directors or
trsutees. Such minutes shall set forth in detail among others; the time and the place of the
meeting held, how it was authorized, the notice given, the agenda therefor, whether the
meeting was regular or special, its object if special, those present and absent, and every act
done or ordered done at the meeting. Upon the demand of a director trustee, stockholder or
member, the time when any director, trustee, stockholder or member entered or left the
meeting must be noted in the minutes; and on a similar demand, the yeas and nays must be
taken on any motion or proposition, and a record thereof carefully made. The protest of a
director, trustee, stock holder or member on any action or proposed action must be recorded
in full upon their demand.

Corporate records, regardless of the form in which they are stored, 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. The
inspecting or reproducing party shall remain bound by confidentiality rules under prevailing laws,
such as the rules on trade secrets or processes under Republic Act No. 8293, otherwise known as
the "Intellectual Property Code of the Philippines", as amended, Republic Act No. 10173, otherwise
known as the "Data Privacy Act of 2012" Republic Act No. 8799, otherwise known as "The Securities
Regulation Code", and the Rules of Court.

A requesting party who is not a stockholder or member of record, or is a competitor, director, officer,
controlling stockholder or otherwise represents the interests of a competitor shall have no right to
inspect or demand reproduction of corporate records.
REPUBLIC ACT No. 11232

An Act Providing for the Revised Corporation Code of the Philippines

https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html

Any stockholder who shall abuse the rights granted under this section shall be penalized under
Section 158 of this Code, without prejudice to the provisions of Republic Act No. 8293, otherwise
known as the "Intellectual Property Code of the Philippines", as amended, and Republic Act No.
10173, otherwise known as the "Data Privacy Act of 2012".

Any officer or agent of the corporation who shall refuse to allow the inspection and/or reproduction of
records in accordance with the provisions of this Code shall be liable to such director, trustee,
stockholder or member for damages, and in addition, shall be guilty of an offense which shall be
punishable under Section 161 of this Code: Provided, That if such refusal is made pursuant to a
resolution or order of the board of directors or trustees, the liability under this section for such action
shall be imposed upon the directors or trustees who voted for such refusal: Provided, further,That it
shall be a defense to any action under this section that the person demanding to examine and copy
excerpts from the corporation's record or minutes of such corporation or of any other corporation, or
was not acting in good faith or of any other corporation or was not acting in good faith or for a
legitimate purpose in making the demand to examine or reproduce corporate records or is a
competitor, director, officer, controlling stockholder or otherwise represents the interest of a
competitor.

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 five (5) days from
receipt of such report, the Commission shall conduct a summary investigation and issue an order
directing the inspection or reproduction of the requested records.

Stock corporations must also keep a stock and transfer book, which shall contain a record of all
stocks in the names of the stockholders alphabetically arranged; the installments paid and unpaid on
all stocks for which subscription has been made, and the date of payment of any installment; a
statement of every alienation, sale or transfer of stock made, the date thereof, by and to whom
made; and such other entries as the bylaws may prescribed, The stock and transfer book shall be
kept in the principal office of the corporation or in the office of its stock transfer agent and shall be
open or inspection by any director or stockholder of the corporation at reasonable hours on business
days.

A stock transfer agent or one engaged principally in the business of registering transfers of stocks in
behalf of a stock corporation shall be allowed to operate in the Philippines upon securing a license
from the Commission and the payment of a fee to be fixed by the Commission, which shall be
renewable annually: Provided, That a stock corporation is not precluded from performing or making
transfer of its own stocks, in which case all the rules and regulations imposed on stock transfer
agents, except the payment of a license fee herein provided, shall be applicable: Provided,
further, That the Commission may require stock corporations which transfer and/or trade stocks in
secondary markets to have an independent transfer agent.

Section 74. Right to Financial Statements. - A corporation shall furnish a stockholder or member,

At the regular meeting of stockholders or members, the board of directors or trustees shall present to
such stockholders or members a financial report of the operations of the corporation for the
REPUBLIC ACT No. 11232

An Act Providing for the Revised Corporation Code of the Philippines

https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html

preceding year, which shall include financial statements, duly signed and certified in accordance with
this Code, and the rules the Commission may prescribe.

However, if the total assets or total liabilities of the corporation are less than Six hundred thousand
pesos (₱600,000.00), or such other amount as may be determined appropriate by the Department of
Finance, the financial statements may be certified under oath by the treasurer and the president.