Lao vs. Lao Digest (Oct. 2008)

Lao vs. Lao, G.R. No. 170585, October 6, 2008

Facts

Petitioners David Lao et al filed with the SEC against respondent Dionision Lao, president of Pacific Foundry Shop Corp (PFSC) praying that the former be declared as stockholders and directors of PFSC. Petitioners claimed that they are stockholders based on GIS filed with the SEC, and Respondent Lao is estopped from contesting the GIS. However, petitioners Lao have no certificates of shares in their name.

Issue

Whether mere inclusion of petitioners in the GIS of a corp constitutes as a sufficient proof that they are shareholders of the company.

Ruling

No. GIS is an insufficient proof. A CoS is the evidence of a holder’s interest and status in the corporation. It is prima facie evidence that the holder is a shareholder of a corporation.  Other evidence: AOI, STB, Minutes of Meeting, Sec. Certficate