What constitutes a valid defense for an officer or agent who refuses to allow the inspection of corporate records?
It shall be a valid defense to any action concerning refusal to allow inspection that the person demanding to examine the records has improperly used any information secured through any prior examination of the records of that corporation or any other corporation (SEC. 73, Revised Corporation Code of the Philippines). Another defense is if the demanding party was not acting in good faith or for a legitimate purpose in making the demand to examine or reproduce corporate records. Furthermore, if the requesting party is found to be a competitor, director, officer, controlling stockholder, or a representative of a competitor, this can also justify the refusal. If the refusal is pursuant to a board resolution, liability is imposed upon the directors or trustees who voted for such refusal.
02 November 2025
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Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
