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QUIAMBAO
II. FULL TITLE: Aderito Z. Yujuico and Bonifacio C. Sumbilla versus Cezar T. Quiambao
and Eric C. Pilapil – G.R. No. 180416
June 2, 2014, J. Perez
III. TOPIC: Stocks and Stockholders
VI. ISSUE:
WON refusal of Quiambao and Pilapil to allow inspection of the stock and transfer
book of a corporation is punishable offense under the Corporation Code.
VII. RULING:
No. The refusal of Quiambao and Pilapil to allow inspection of the stock and transfer book
of a corporation is punishable offense under the Corporation Code. A criminal action based on the
violation of a stockholder's right to examine or inspect the corporate records and the stock and
transfer book of a corporation under the second and fourth paragraphs of Section 74 of the
Corporation Code can only be maintained against corporate officers or any other persons acting on
behalf of such corporation. It contemplates a situation wherein a corporation, acting thru one of its
officers or agents, denies the right of any of its stockholders to inspect the records, minutes and the
stock and transfer book of such corporation.
In this case, Quiambao and Pilapil are merely outgoing officers of STRADEC who, for some reason,
withheld and refused to turn-over the company records of STRADEC. It is the petitioners who are
actually acting on behalf of STRADEC and that STRADEC is actually merely trying to recover
custody of the withheld records. Yujuico and Sumbilla are not actually invoking their right to inspect
the records and the stock and transfer book of STRADEC under Section 74 of the Corporation
Code. What they seek to enforce is the proprietary right of STRADEC to be in possession of such
records and book. Such right, though certainly legally enforceable by other means, cannot be
enforced by a criminal prosecution based on a violation of the said provision.
WHEREFORE, premises considered, the petition is hereby DENIED. The Orders dated 4 June
2007 and 5 November 2007 of the Regional Trial Court, Branch 154, of Pasig City in S.C.A. No.
3047, insofar as said orders effectively dismissed Criminal Case No. 89724 pending before
Metropolitan Trial Court, Branch 69, of Pasig City, are hereby AFFIRMED.