- BMTODA is a tricycle operators association registered as a corporation with the SEC.
- A member, Ongjoco, requested documents from BMTODA but his request was denied, so he filed a complaint against the president and secretary.
- While BMTODA's registration was briefly revoked, it was lifted before Ongjoco's request, so as a member he had the right to examine corporate documents under the Corporation Code. Thus, denying his request was unlawful.
- BMTODA is a tricycle operators association registered as a corporation with the SEC.
- A member, Ongjoco, requested documents from BMTODA but his request was denied, so he filed a complaint against the president and secretary.
- While BMTODA's registration was briefly revoked, it was lifted before Ongjoco's request, so as a member he had the right to examine corporate documents under the Corporation Code. Thus, denying his request was unlawful.
- BMTODA is a tricycle operators association registered as a corporation with the SEC.
- A member, Ongjoco, requested documents from BMTODA but his request was denied, so he filed a complaint against the president and secretary.
- While BMTODA's registration was briefly revoked, it was lifted before Ongjoco's request, so as a member he had the right to examine corporate documents under the Corporation Code. Thus, denying his request was unlawful.
- BMTODA is a tricycle operators association registered as a corporation with the SEC.
- A member, Ongjoco, requested documents from BMTODA but his request was denied, so he filed a complaint against the president and secretary.
- While BMTODA's registration was briefly revoked, it was lifted before Ongjoco's request, so as a member he had the right to examine corporate documents under the Corporation Code. Thus, denying his request was unlawful.
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ALEJANDRO D.C. ROQUE vs.
PEOPLE OF THE PHILIPPINES
G.R. No. 211108, June 7, 2017
FACTS: On November 17, 1993, Barangay Mulawin Tricycle Operators and Drivers Association, Inc. (BMTODA) became a corporation duly registered with the Securities and Exchange Commission (SEC). August 2003, Oscar Ongjoco (Ongjoco), a member of BMTODA, learned that BMTODA's funds were missing. In a letter, Ongjoco requested copies of the Association's documents pursuant to his right to examine records under Section 74 of the Corporation Code of the Philippines to their secretary Mr. Singson. However, his request was denied. Ongjoco also learned that the incumbent officers were holding office for three years already, in violation of the one-year period provided for in BMTODA's by-laws. He then requested from Roque, the President of BMTODA, a copy of the list of its members with the corresponding franchise numbers of their respective tricycle fees and the franchise fees paid by each member, but Roque denied Ongjoco's request. Ongjoco filed an Affidavit-Complaint against Roque and Singson for violation of Section 74 in relation to Section 144 of the Corporation Code because of their refusal to furnish him copies of records pertaining to BMTODA. The City Prosecutor found probable cause and so indicted Roque and Singson. After prosecution rested its case, Roque and Singson filed a Motion for Leave of Court to File Demurrer to Evidence with Motion to Dismiss by way of Demurrer to Evidence. RTC granted the Motion and held that said association failed to prove its existence as a corporation. CA reversed said ruling. The CA ruled that BMTODA is a duly registered corporation. The CA stated that a Petition to Lift Order of Revocation and the SEC Order Lifting the Revocation were presented in evidence; and that logic dictates that such documentary evidence presupposes a duly registered and existing entity. Resulting to this petition.
ISSUE/S: Whether or not BMTODA is a corporation. Whether or not Ongjoco as a member has a right to examine the documents of the corporation.
HELD: Affirmative, BMTODA is a corporation and the “revocation argument of the petitioner” does not hold water for indeed while it appears that the registration of BMTODA was revoked, the letter-request of Ongjoco to Singson, which was dated while BMTODA's registration was revoked, was actually received by Singson after the revocation was lifted. The General Counsel of the SEC made it clear that the SEC lifted the revocation of BMTODA's registration on August 30, 2004. As the CA correctly observed, the letter- request was received by Singson on September 23, 2004 when BMTODA had regained its active status. Granting that such registration was revoked. The revocation of a corporation's Certificate of Registration does not automatically warrant the extinction of the corporation itself such that its rights and liabilities are likewise altogether extinguished. The termination of the life of a juridical entity does not, by itself, cause the extinction or diminution of the rights and liabilities of such entity nor those of its owners and creditors. Thus, the revocation of BMTODA's registration does not automatically strip off Ongjoco of his right to examine pertinent documents and records relating to such association.
Affirmative, Ongjoco has such rights. Section 74 of the Corporation Code
provides for the liability for damages of any officer or agent of the corporation for refusing to allow any director, trustee, stockholder or member of the corporation to examine and copy excerpts from its records or minutes. Section 144 of the same Code further provides for other applicable penalties in case of violation of any provision of the Corporation Code. To prove any violation under the aforementioned provisions, it is necessary that: (1) a director, trustee, stockholder or member has made a prior demand in writing for a copy of excerpts from the corporations records or minutes; (2) any officer or agent of the concerned corporation shall refuse to allow the said director, trustee, stockholder or member of the corporation to examine and copy said excerpts; (3) If such refusal is made pursuant toa resolution or order of the board of directors or trustees, the liability under this section for such action spall be imposed upon the directors or trustees who voted for such refusal; · and (4) where the officer or agent of the corporation sets up the defense that the person demanding to examine and copy excerpts from the corporation’s records and minutes has improperly used any information secured through any prior examination of the records or minutes of such corporation or of any other corporation, or was not acting in good faith or for a legitimate purpose in making his demand, the contrary must be shown or proved And since the membership of Ongjoco is without question. He had a right to examined such documents and records. To recall, Ongjoco made a prior demand in writing for copy of pertinent records of BMTODA from Roque and Singson. However, both of them refused to furnish Ongjoco copies of such pertinent records.
