Stockholder proof

Dear Atty. Kathy,

We have a business transaction with a businessman, B. Part of our background investigation process is to check B’s status as a stockholder of certain corporations. As proof, B provided us with Securities and Exchange Commission (SEC) certified true copies of said corporations, which reflect that he is a stockholder. We requested for other proof of his status as stockholder; however, B said the other documents are confidential as to the corporations, and that he can only provide the General Information Sheets (GIS), which on their own are sufficient to prove his status as stockholder. Should we rely solely on the GIS as proof of B’s status as stockholder?

Valerie

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Dear Valerie,

The Supreme Court has ruled that mere inclusion in the General Information 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.

In this regard, the evidence that may be presented to prove that one is a stockholder of a corporation are the following: 1. Certificate of stock; and 2. Written document on the sale of shares, such as, a deed of assignment.

Thus, absent any other proof of B’s status as stockholder, he or she may not be considered as a stockholder of record of the corporations.

In sum, you should not rely solely on the GIS as proof of B’s status as stockholder, since it is established in jurisprudence that the mere inclusion as shareholder in the GIS of a corporation is by itself insufficient proof that such person is a shareholder.

(Lily C. Lopez vs. Lolito S. Lopez, et al., G.R. Nos. 254957-58, 21 April 2025)

Atty. Kathy Larios