TITLE VIII – CORPORATE BOOKS AND
RECORDS
 Under Sec.73, corporation shall keep and preserve
all of its stock and transfer books in the principal
office of the corporation, the books must include all
information and records relating to the corporation.
The inspection and/or reproduction of corporate
records shall be open to all directors, trustees,
shareholders or members, whether in person or by a
representative, at reasonable hours of the business
days. Refusal to allow the inspection of any
directors, trustee, members or shareholders by any
officer or agent must be held liable to such director,
trustee, shareholder or member, and shall be guilty
of offense punishable by Sec 161. If any demand of
inspection is denied or no action has been done by
the corporation, the aggrieved party may file a report
of denial or inaction to the Commission.
 The code provides that the corporation shall furnish
the most recent copy of its financial statements to
shareholders or members within 10 days of receipt
of their written request, the financial statements must
be in form and substance of financial reporting
required by the Commission. If the total assets or
total liabilities is under P600,000, or other amount
determined by the DOF, the financial statements
may be certified under oath by treasurer or the
president. (Sec.74)
GR: The corporate secretary is the proper custodian of
the books, minutes and official records of the
corporation. It has the duty to give the minutes of the
meeting probative value and credibility.
Basic of stockholder’s right of inspection
- Based upon their ownership pf assets and
property corporation
- This right is predicated upon the necessity of
self-protection
GR: The right of inspection is not absolute, as when the
stockholder is not acting in good faith and for a
legitimate purpose or when the demand is purely
speculative or merely to satisfy curiosity.
Limitations on the right of inspection
1. The person demanding the right has not
improperly used any information obtained
through any previous examination of the books
and records of the corporation;
2. The demand is made in good faith for legitimate
purposes;
3. The person demanding the right is not a
competitor, director or officer, controlling
stockholder or otherwise represents the interests
of a competitor.
GR: All the corporate books and records must be kept in
the principal office of the corporation.
Exception: The stock and transfer book may be kept in
the principal office of the corporation or in the office of
its stock and transfer agent.
Stock transfer agent – one engaged principally in the
business of registering transfers pf stock in behalf of a
stock corporation.