Atty. Lamberto L. Meer

March 26, 1982 Atty. Lamberto L. Meer Meer, Meer & Meer 9th Floor, PLDT Bldg. Legaspi St.,Makati Metro Manila Sir : This relates to your letter dated March 23, 1982, requesting opinion of this Commission on the query posed therein. cdlex It appears therein that your client, Antonio Garcia, Jr. is a stockholder of record of Philex Mining Corporation and, as such, has advised management and its transfer agent, Fidelity Stock Transfer, Inc.,of his desire to inspect, personally and/or through his authorized representatives, corporate records, in particular, the stock and transfer books or their equivalent in order to obtain the names, addresses and stockholdings of all Philex stockholders of record, but was allowed to conduct the said inspection only on Tuesdays and Thursdays. It is your view that the said transfer agent has no right to limit the said inspection only to Tuesdays and Thursdays and that your client cannot be deprived of his right to inspect the said book during each business day, Mondays to Fridays, at reasonable hours pursuant to Sec. 74 of Batas Pambansa Blg. 68 and Sec. 23 of the Amended By-Laws of Philex Mining Corporation. Sec. 74 of the Corporation Code, the pertinent provision of law on the matter, reads thus: "The records of all business transactions of the corporation and the minutes of any meeting shall be open, to the inspection of any director, trustee, stockholder or members of the corporation at reasonable hours on business days and he may demand in writing for a copy of excerpts from said records or minutes at his expense." (Emphasis supplied) From the above-quoted law, it can be gleaned that there is no limitation on the said statutory right of inspection, except that the same shall be made at reasonable hours on a business day. This law is based on the principle that the stockholders have a right to be fully informed as to the conditions of the corporation, in the manner its affairs are conducted and how its capital to which they have contributed is employed and managed. (Stone vs. Kellog, 46 NE 22) He may, therefore, demand an examination of the corporate books and records at reasonable hours of each business day without disclosing his reasons (7 R.C.L. Sec. 303 p. 326 cited in Letter to Mr. Ignacio S. Antonio, dated April 27, 1970 ). Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner