SC: GIS listing not proof of stockholder status

The Supreme Court has clarified that being listed in a corporation’s General Information Sheet (GIS) is not enough to prove stock ownership.

In a resolution dated 21 April 2025, penned by Associate Justice Ramon Paul L. Hernando, the Supreme Court's First Division ruled that Ma. Christina Patricia C. Lopez and John Rusty Lito Lopez are not stockholders of LC Lopez and Conqueror, despite their names appearing in the companies’ GIS submitted to the Securities and Exchange Commission.

The case stemmed from special stockholders’ meetings held by the two companies to elect new board members. Christina and John Rusty sent proxies to participate, but the companies rejected the proxies, asserting that the two were not registered stockholders. The meetings proceeded, and new directors were elected.

The siblings challenged the elections before the Regional Trial Court (RTC), arguing that their exclusion invalidated the elections due to a lack of quorum. The RTC ruled in their favor, citing the GIS as proof of their stockholder status.

The Court of Appeals reversed the RTC’s decision, stating that the names of Christina and John Rusty did not appear in the companies’ stock and transfer books.

Initially, the Supreme Court upheld the RTC’s ruling, considering the GIS and witness testimonies as sufficient evidence. However, after a motion for reconsideration was filed, the high court reexamined the case and reversed its earlier decision.

In granting the motion, the Supreme Court stressed that the stock and transfer book is the primary and official record of a corporation’s stockholders. A person must also present a stock certificate issued in their name to establish stock ownership.

Citing Section 62 of the Revised Corporation Code, the Court emphasized that a transfer of shares is not valid—except between the parties—until properly recorded in the company's books.

Thus, the Court ruled that being listed in the GIS does not make one a stockholder and that the stock and transfer book prevails. Christina and John Rusty, the Court said, failed to provide sufficient evidence to rebut the stock and transfer book’s contents.

As such, they are not considered stockholders of record, and their exclusion from the meetings did not affect the quorum or invalidate the board elections.

In his dissenting opinion, Associate Justice Ricardo R. Rosario agreed that stock certificates and the stock and transfer books carry more weight than the GIS. However, he emphasized that these documents are not conclusive and absolute proof of stock ownership.