Atty. Victor Africa

January 21, 1988 Atty. Victor Africa Telecoms Plaza 316 Gil J. Puyat Avenue Salcedo Village, Makati, Metro Manila Sir : This refers to your letters of January 8, 1988 and November 16, 1987, inquiring about S.E.C. rules and regulations relating to reconstitution of corporate stock and transfer book in lieu of the lost original book. In reply, the Commission regrets to inform you that it does not have rules or regulations governing the reconstruction or reconstitution of stock and transfer book of corporation as replacement to a lost original book. Nevertheless, the following authorities have a relevance to your query. Corporate books and records and merely private books and records, and as such, they are subject to the general rules of evidence which are commonly applicable to documentary evidence. (5 Fletcher Cyc. Corp.,1976 rev. vol.,sec. 2196 at 643).As held in a number of cases, the general rule is that such original books and records, if they are in existence and can be produced, are prima facie evidence of the matters recorded therein. (Fletcher, p. 643).However, it is not so be implied from the foregoing that original books and records are the exclusive evidence of the matters and things which ordinarily are or should be written therein, since parol or other extraneous evidences is admissible in many situations, (Fletcher, sec. 2196 at 644).Moreover, the word 'evidence' is sometimes used in connection with corporate books and records where judicial evidence or the use of such books and records in a judicial or quasi-judicial sense is not intended. To illustrate, stock and transfer books are commonly said to be evidence of stock ownership and voting for the purposes of corporate elections, or for the purposes of dividend payment" (Fletcher, p. 644). Extrinsic evidence of the acts or matters which are or should be recorded in the corporate books and records may be admitted where the original corporate records are lost, mislaid or destroyed, or are otherwise inaccessible. Proper foundation proof explaining the failure to produce the original books and records must first be laid for the introduction of other evidence, such secondary evidence ordinarily consists of copies of the records, either certified or sworn to, or parol testimony. (Fletcher, sec. 2197, at 648). Apropos thereto, Section 4, Rule 130 of our Rules of Court reads thus: "Secondary evidence when original is lost or destroyed. When the original writing has been lost, destroyed, or cannot be produced in court, upon proof of its execution and loss or destruction, or unavailability, its contents may be proved by a copy, or by a recital of its contents in some authentic documents or by recollection of witnesses." Hence, when the original stock and transfer book of a corporation has been lost or destroyed, secondary or extrinsic evidence may be introduced to reconstitute its contents. In line, however, with our rules requiring the maintenance of a stock and transfer book, said new book should be presented to this Commission for proper registration, accompanied by a sworn statement executed by any responsible corporate officer setting forth the circumstances attending the loss. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman