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Proposed rules to allow members to inspect records

The Securities and Exchange Commission (SEC) is looking at granting directors, trustees, stockholders and members the right to inspect the records of their corporations.

In a press statement, the agency said it released on June 23 the draft memorandum circular providing the Guidelines in Conducting Investigations of Violations of the Right to Inspect and/or Reproduce Corporate Records so that the public can comment on the guidelines.

The agency said these rules will provide flesh to Section 73 of Republic Act No. 11232, or the Revised Corporation Code of the Philippines, which allows these individuals to inspect the records of their respective corporations.

Under the proposed guidelines, those who want to inspect the corporate records can do the inspection by themselves or through their representatives during business hours and may also demand the records through writing, provided that they shoulder the expenses for the reproduction of the records.

Under the same law, those who feel aggrieved for failing to access the records of their companies can seek the help of the agency which will investigate the issue and compel the corporations to produce the requested records.

Those who will be found violating the law may face penalty provided in the law.

Under the guidelines, violations include:

— Outright refusal to allow the director, trustee, stockholder, or member of the corporation, to peruse any of the corporate records in person, or by a representative;

— Failure to take, within a reasonable amount of time, the necessary steps that would allow the director, trustee, stockholder, or member of the corporation, to peruse any of the corporate records in person, or by a representative;

— Failure to give the director, trustee, stockholder, or member a reasonable amount of time to peruse any of the corporate records in person, or by a representative;

— Outright refusal to allow the director, trustee, stockholder, or member of the corporation, to reproduce any of the corporate records in person, or by a representative, at his/her own expense;

— Failure to take, within a reasonable amount of time, the necessary steps that would allow the director, trustee, stockholder, or member of the corporation, to reproduce any of the corporate records in person, or by a representative, at his/her own expense; or

— Failure to give the director, trustee, stockholder, or member a reasonable amount of time to reproduce any of the corporate records in person, or by a representative, at his/her own expense.

Those who want to file complaints in relation to the violations clan do so through the Company Registration and Monitoring Department of the agency or its extension offices.

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