ALEJANDRO D.C. ROQUE v. PEOPLE OF THE PHILIPPINES |G.R. No.

Court of Appeals, the Court explained that the termination of the life of a juridical
211108| June 7, 2017| J. Tijam entity does not, by itself, cause the extinction or diminution of the rights and
liabilities of such entity nor those of its owners and creditors.
FACTS:
Barangay Mulawin Tricycle Operators and Drivers’ Association (BMTODA) is a Thus, the revocation of BMTODA's registration does not automatically strip off Ongjoco
registered corporation with the SEC. One of its members, Ongjoco learned that of his right to examine pertinent documents and records relating to such association.
BMTODA’s funds were missing. He requested, in a letter, copies of the Association's
documents pursuant to his right to examine records under Section 74. However, Singson, Also, since Roque admitted the revocation of BMTODA's registration, he cannot come
the Secretary refused. forward and disclaim BMTODA's registration with the SEC as a corporation. It is logical
to presume that a registration precedes the revocation thereof; as any registration cannot
Aside from the missing funds, he also discovered that the incumbent officers were be revoked without its valid existence.
holding office for more than 1 year as provided for in the by-laws. He requested from
Roque (president) a copy of the list of its members with the corresponding franchise
members and fees paid by each, but the latter refused. Hence, the member filed a
complaint against the President and Secretary for violation of Section 74 in relation to
Section 144. The officers were indicted. However, the RTC granted the demurrer to
evidence, stating that the Association failed to prove its existence as a corporation.
However, the CA set aside the order of the RTC. Hence, this petition.

Roque claims that BMTODA’s registration had been revoked prior to Ongjoco’s request,
thus, he cannot be prosecuted pursuant to Sec. 74 and 144 of the Corp. Code.

ISSUE: W/N Roque may be held liable for violation of Sec. 74 of the Corp Code?
YES.

RULING:
To prove any violation under the aforementioned provisions, it is necessary that:
(1) a director, trustee, stockholder or member has made a prior demand in writing for a
copy of excerpts from the corporation’s records or minutes;
(2) any officer or agent of the concerned corporation shall refuse to allow the said director,
trustee, stockholder or member of the corporation to examine and copy said excerpts;
(3) if such refusal is made pursuant to a resolution or order of the board of directors or
trustees, the liability under this section for such action shall be imposed upon the directors
or trustees who voted for such refusal; and
(4) where the officer or agent of the corporation sets up the defense that the person
demanding to examine and copy excerpts from the corporation's records and minutes has
improperly used any information secured through any prior examination of the records
or minutes of such corporation or of any other corporation, or was not acting in good
faith or for a legitimate purpose in making his demand, the contrary must be shown or
proved.

In this case, the Court said that while BMTODA’s registration was revoked, Ongjoco’s
letter-request, even dated while BMTODA’s registration was revoked, was actually
received after the revocation was lifted.

In any case, the revocation of a corporation's Certificate of Registration does not

automatically warrant the extinction of the corporation itself such that its rights
and liabilities are likewise altogether extinguished. In the case of Clemente v.