SEC published a Memorandum Circular No. 25 series of 2020 that sets out the guidelines in the Filing, investigation and resolution of complaints for violation of rights granted under Sec. 73 of Republic Act (RA) NO. 11232 or the Revised Corporation Code of the Philippines.

The highlights of the circular includes the following:

Grounds that constitute a violation of the right to inspect or reproduce corporate records:

1. Outright refusal to allow the director, trustee, stockholder or member of the corporation to inspect any of the corporate records in person, or by a representative.
2. Failure to take within a reasonable amount of time, the necessary steps that would allow the director, trustee, stockholder or member of the corporation to inspect any of the Corporate records in person or by a representative.
3. Failure to give the director, trustee, stockholder or member a reasonable amount of time to inspect any of the Corporate records in person or by a representative.
4. Outright refusal to allow the director, trustee, stockholder or member of the corporation to reproduce any of the Corporate records in person, or by a representative at his or her own expense.
5. Failure to take within a reasonable amount of time, the necessary steps that would allow the director, trustee, stockholder or member of the company to reproduce any of the Corporate records in person or by a representative at his or her own expense.
6. Failure to give the director, trustee, stockholder, or a member a reasonable amount of time to reproduce any of the Corporate records in person, or by a representative at his or her own expense.

B. A verified complaint containing the relevant facts and circumstances of the company on the said ground of violations that must be filed in the Company Registration and Monitoring Division (CRMD) or any of the extension Offices of Securities and Exchange Commission with payment of filing fees.

C. Summon shall be issued by SEC within 5 days from filing of the verified complaint.

D. A verified answer must be filed within 10 days from the receipt of the summon.

E. A clarificatory conference or hearing maybe conducted not later than 30 days after the Filing of a verified answer.

F. An amicable settlement or withdrawal of complaint maybe done by the complainant and respondent which shall be agreed and signed by both parties.

G. A final order will be issued by 30 days after the conclusion of the clarificatory conference.

H. A second clarificatory conference maybe conducted before the issuance of the final resolution.

I. A resolution will be issued within 30 days from receipt of Verified Status Account (VSA).

The rule will take effect immediately after the publication in the Official Gazette.

Attached herewith also is the Memorandum Circular for your reading reference.