The right of a stockholder to inspection of the corporate books appeared

to be absolute under the provisions of the corporation code of the Phils.,

however the right is subject to certain limitations, such as the ff:
1. The purpose of inspection which must be with respect to the
interest of the stockholder
2. The requisites of probable cause to file criminal action must be
present
3. If the book is of foreign corporation, subject to inspection
REQUIREMENTS of the state which has jurisdiction
4. The corporation of BOD may adopt measure to protect trade
secrets
5. Place of inspection which must be at the principal office of the
corporation or office of the stock and transfer agent
6. Certified copies of the minutes approved BY the BOD
7. Reasonable regulations subject to inspection such as to time,
place, and proper purpose
***A corporate deadlock transpires when the BOD are so divided
respecting the management of the corporate affairs with the
consequence that the business cannot be carried on.
The law provides that, in case of a corporate deadlock, the SEC may
arbitrate the dispute upon a verified complaint by an interested
stockholder.
***In case of a deadlock the SEC may appoint a provisional director,
who is a disinterested person, to take the place of a director and help
decide on matters concerning the business operation.
The SEC has the authority to intervene in order to protect the interest of
every shareholder.
***The right of every refusal, under the law, refers to the right of the
corporation and the stockholders wants to sell their shares of stocks,
such sale must be offered first to the corporation and other stockholders
on equal terms as other holders of original stocks. if the corporation and
the stockholders fail to exercise such right to purchase within the period,
only then can a selling stockholder offer the sale to a third person.
***A stock corporation may be voluntarily dissolved by express provision
of the law, that is, the termination of the corporate life as what is
mandated by law.
***De jure dissolution, which the corporation is dissolved by judicial
adjudication.

***De facto dissolution where a corporation is dissolved in law and in

fact, in case of insolvency ceasing of operation, goes on into liquidation
process
*** A can bring an action to question the issuance of shares. He may
bring a representative suit in his behalf and on behalf of other
stockholder similarly situated, and having a common cause against the
corporation.
It is a remedy provided and made available by law for the protection of
minority of the shareholders against the abuses of the officers and
directors of the corporation.
*** The consideration of Xs share is the FAIR VALUE of his services.
***The contention of ABC Corporation is bereft of merit.
The corporate life of ABC Corp., ceased to exist upon expiration of term
by express provision of the law ruling that a corporation shall have a
corporate existence for 50 years and renewable for another 50 years.
The corporation must be extinguished in its failure to renew for another
term.
*** The doctrine of corporate opportunity a director, by virtue of his
office, acquires business interest or opportunities which should have
belonged to the corporation is liable to account and deliver the profits to
the corporation, even if own funds was used, unless the action was
ratified by the corporation.
It includes disloyalty and watered stocks.
*** A stock corporation is intended to distribute dividends among its
shareholders, while in Non-stock Corporation no part of income is
distributable to its members as dividends
A stock corporation is formed purposely for income, while a non-stock
corporation is formed and organized by charitable, religious, educational
and other similar purposes
A stock corporation consists of not less than five but not more than
fifteen BOD, while in a non-stock corporation, BOD exceeding 15 is
allowed.