PHILIPPINES Trends and Developments Contributed by: Alexander J. Poblador, Dino Vivencio A. A. Tamayo, Anzen P. Dy and Justin Christopher C. Mendoza, Poblador Bautista & Reyes Law Offices
suit on behalf of the corporation. It is thus critical to understand how to prove that one is a shareholder. In its Resolution dated 21 April 2025 in Lopez vs . Lopez , et al ., G.R. No. 254957-58 (“Lopez”), the Supreme Court tackled the type of evidence which would be sufficient to establish one’s status as a stockholder. In Lopez , the general information sheets or GISs of the corporations in question had reported the purported shareholders as stockholders of the corporations. However, their names did not appear as stockhold- ers in the stock and transfer books of any of those corporations. In ruling that “the mere inclusion as shareholder in the GIS of a corporation is by itself insufficient proof that such person is a shareholder”, the Supreme Court reiterated the general rule that “the stock and transfer Book is the primary basis for determining the share- holders of a corporation, as it is only when the transfer of shares has been recorded in the stock and trans- fer book that a corporation may be rightfully regard the transferee as one of its stockholders”. “Between the stock and transfer book and the GIS, the former
is controlling”, the Court held. The Supreme Court also quoted, with approval, the ruling of the Court of Appeals that “mere inclusion in the General Informa- tion Sheets as stockholders and officers does not make one a stockholder of a corporation, for this may have come to pass by mistake, expediency or negligence (or)… done merely to comply with the reportorial requirements with the SEC… (which) may be against the law but ‘practice no matter how long continued, cannot give rise to any vested right’”. The Supreme Court noted, however, that “this rule admits of exceptions in situations where parol evi- dence may be used to supply omissions, explain ambi- guities, or to impugn the corporate records”. Nonethe- less, the Court ruled that mere testimonial evidence would not be sufficient to “impugn the veracity of the stock and transfer books of the corporation” and that, based on judicial precedents, it would be necessary to submit a certificate of stock, as “best proof of one’s status as a stockholder”, and in the absence of a cer- tificate of stock, “other documentary evidence” which would “show how the alleged stockholder acquired or came into ownership of the shares of stock”, like a written instrument (eg, a deed of sale or assignment) showing a sale of shares to the alleged shareholder.
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