Commercial Law Review Corporation Code Maria Zarah Villanueva - Castro e)ce e)cerp rpts ts from from its record records s or minu minute tes, s, in accordance accordance with the provisions provisions of this Code, shal shalll e lia liale le to such such dire direct ctor or,, trus truste tee, e, stoc"holder or memer for damages, and in addition, shall e guilt# of an offense which shall e punishale under 2ection $88 of this Code5 Provided, (hat if such refusal is made pursuant to a resolution or order of the oard of directors or trustees, the liailit# under this sect section ion for for such such acti action on shall shall e impo impose sed d upon the directors or trustees who voted for such refusal5 and Provided, further, (hat it shall e a defense to an# action under this sect sectio ion n that that the the pers person on dem demandi anding ng to e)am e)amin ine e and and cop# cop# e)ce e)cerp rpts ts from from the the corp corpor orat atio ionF nFs s reco record rds s and and minut inutes es has has imprope improperl# rl# used used an# informa information tion secure secured d through an# prior e)amination of the records or minu minute tes s of such such corpo corporat ration ion or of an# an# other corporation, or was not acting in good faith or for a legitimate purpose in ma"ing his demand. 2toc" corporations must also "eep a oo" oo" to e "now "nown n as the the 4sto 4stoc" c" and and tran transf sfer er oo" oo", , in whic which h must must e "ept "ept a reco record rd of all all stoc stoc"s "s in the the name names s of the the stoc"h stoc"hold olders ers alphaet alphaetical icall# l# arrange arranged3 d3 the installments paid and unpaid on all stoc" for which suscription has een made, and the date date of pa# pa#ment ment of an# ins install tallme ment nt33 a statement of ever# alienation, sale or transfer of stoc" made, the date thereof, and # and to whom made3 and such other entries as the #-l #-law aws s ma# ma# pres prescr cri ie. e. (he (he stoc stoc" " and and transfer oo" shall e "ept in the principal office of the corporation or in the office of its stoc" transfer agent and shall e open for inspection # an# director or stoc"holder of the the corp corpor orat atio ion n at reas reason ona ale le hour hours s on usiness da#s. Bo stoc" transfer agent or one engaged principall# in the usiness of registering transfers of stoc"s in ehalf of a stoc" corporation shall e allowed to operate in the the Phil Philip ippi pine nes s unle unless ss he secu secure res s a license from the 2?C and pa#s a fee as ma# e fi)ed # the Commission, which shall e renewale annuall#5 Provided, (hat a stoc" corporation corporation is not precluded from performing performing or ma"ing transfer of its own stoc"s, in which case all the rules and regulations imposed on stoc" transfer agents, e)cept the pa#ment of a licen license se fee herei herein n provi provided ded,, shal shalll e applicale.
.eeping of mandator#.
oo"s
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records
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Boo> re*ire/ o 0e >e,: $. !oo" !oo" of minut minutes es refle reflect cts s the decis decision ions s and actions of the !oard of 6irectorsH2toc"holders. 0. 9ecord 9ecord of all all usine usiness ss trans transact action ions s 7. 2toc 2toc" " and and (ran (ransf sfer er !oo" !oo"HM HMem eme ers rshi hip p !oo" 8. !oo" !oo"s s of Pro Proce ceed edin ings gs
!. 9ight 9ight to Inspec Inspectt Corpor Corporate ate !oo" !oo"s s •
!asis and Inspection
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9ight
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?: Is the "eeping ing of thes hese oo" oo"s mandator#G A: KE#. KE#. 2ection $88 of the Corporation Code provides penalt# for an# violation of the provision of the Code. Raio$ale: 9ight Raio$ale: 9ight of inspection would e futile. 9ight of inspection would not e e)ercised. •
Eimitations on the 9ight of Inspection $. (he (he oo"s oo"s and and record records s shall shall e open open to inspection at reasonale hours on usiness da#s. 0. (he (he oo"s oo"s and and recor records ds shal shalll not e impr improp oper erl# l# used used an# an# info inform rmat atio ion n secured through an# prior e)amination of the oo"s or records.
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7. (he stoc"h stoc"holde olderFs rFs demand demand must must e in good faith or for a legitimate purpose. *Inspe *Inspecti ction on can e done personall# personall# or through agent. 9emedies to ?nforce 9ight of Inspection *In case of refusal to e)ercise the right of inspect inspection ion,, the stoc"h stoc"holde olderr concer concerned ned ma# file an action for mandamus efore the 9(C. *Can also claim damages. 8'
