Is the mere inclusion as a shareholder in the General Information Sheet (GIS) of a corporation sufficient to prove that one is a shareholder?

GISI once spoke with someone who claims to be a shareholder of a certain corporation.

To prove it to me, he presented a GIS that was submitted to the Securities and Exchange Commission in which he was named as a shareholder.

But to be sure that he is really a shareholder, I asked him to present additional documents to me.

Instead of complying, he merely said that the GIS is already sufficient. Of course, I disagreed.

But to avoid an argument from ensuing, I calmly explained my reasons to him.

This brings us now to the question on whether the mere inclusion as a shareholder in the GIS of a corporation is sufficient to prove that one is a shareholder.

The Supreme Court in the case of David C. Lao and Jose C. Lao vs. Dionisio C. Lao [G.R. No. 170585, October 6, 2008] gave the answer to this question.

Speaking through Justice Ruben T. Reyes, the Supreme Court in that case said that the GIS alone does not conclusively prove that one is a shareholder of a corporation.

Because the information in the GIS, it explained, will still have to be correlated with the corporate books.

It added that between the GIS and the corporate books, it is the latter that is controlling.

Borrowing the words of the Court of Appeals, the Supreme Court also said that the mere inclusion in the GIS as shareholders and officers does not make one a shareholder of a corporation for this may have come to pass by mistake, expediency or negligence.


Author: Pinggoy Lopez

Inspiring others is my greatest passion

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