The petitioner claimed rights as the heir of Carlos L. Puno, one of the incorporators of the respondent corporation, seeking to inspect corporate books and receive profits. The Court of Appeals dismissed the complaint as the petitioner did not establish paternity or filiation to Carlos Puno. The Supreme Court ruled that upon a shareholder's death, their heirs do not automatically become stockholders or acquire shareholder rights and privileges. The stocks must first be distributed in estate proceedings and recorded in corporate books. During this interim, the heirs are equitable owners but the executor holds legal title and rights until estate settlement.
The petitioner claimed rights as the heir of Carlos L. Puno, one of the incorporators of the respondent corporation, seeking to inspect corporate books and receive profits. The Court of Appeals dismissed the complaint as the petitioner did not establish paternity or filiation to Carlos Puno. The Supreme Court ruled that upon a shareholder's death, their heirs do not automatically become stockholders or acquire shareholder rights and privileges. The stocks must first be distributed in estate proceedings and recorded in corporate books. During this interim, the heirs are equitable owners but the executor holds legal title and rights until estate settlement.
The petitioner claimed rights as the heir of Carlos L. Puno, one of the incorporators of the respondent corporation, seeking to inspect corporate books and receive profits. The Court of Appeals dismissed the complaint as the petitioner did not establish paternity or filiation to Carlos Puno. The Supreme Court ruled that upon a shareholder's death, their heirs do not automatically become stockholders or acquire shareholder rights and privileges. The stocks must first be distributed in estate proceedings and recorded in corporate books. During this interim, the heirs are equitable owners but the executor holds legal title and rights until estate settlement.
The petitioner claimed rights as the heir of Carlos L. Puno, one of the incorporators of the respondent corporation, seeking to inspect corporate books and receive profits. The Court of Appeals dismissed the complaint as the petitioner did not establish paternity or filiation to Carlos Puno. The Supreme Court ruled that upon a shareholder's death, their heirs do not automatically become stockholders or acquire shareholder rights and privileges. The stocks must first be distributed in estate proceedings and recorded in corporate books. During this interim, the heirs are equitable owners but the executor holds legal title and rights until estate settlement.
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KULANI.1 PUNO V PUNO ENTERPRISES, INC.
, 599 SCRA 585
FACTS: Carlos L. Puno, the decedent, was an incorporator of respondent Puno Enterprises, Inc. Petitioner Joselito Musni Puno, claiming to be an heir of Carlos L. Puno, initiated a complaint for specific performance against respondent. As surviving heir, he claimed entitlement to the rights and privileges of his late father as stockholder of respondent. The complaint thus prayed that respondent allow petitioner to inspect its corporate book, render an accounting of all the transactions, and give petitioner all the profits, earnings, dividends, or income pertaining to the shares of Carlos L. Puno. The lower court ruled in favor of the petitioner. On appeal, the CA ordered the dismissal of the complaint because the petitioner was not able to establish the paternity of and his filiation to Carlos L. Puno. Accordingly, the CA said that petitioner had no right to demand that he be allowed to examine respondents books. Moreover, petitioner was not a stockholder of the corporation but was merely claiming rights as an heir of Carlos L. Puno, an incorporator of the corporation. ISSUE: Whether the honorable court of appeals erred in not ruling that the Joselito Puno is entitled to the reliefs demanded he being the heir of the late Carlos Puno, one of the incorporators of respondent corporation. RULING: Upon the death of a shareholder, the heirs do not automatically become stockholders of the corporation and acquire the rights and privileges of the deceased as shareholder of the corporation. The stocks must be distributed first to the heirs in estate proceedings, and the transfer of the stocks must be recorded in the books of the corporation. The Corporation Code provides that no transfer shall be valid, except as between the parties, until the transfer is recorded in the books of the corporation. During such interim period, the heirs stand as the equitable owners of the stocks, the executor or administrator duly appointed by the court being vested with the legal title to the stock. Until a settlement and division of the estate is effected, the stocks of the decedent are held by the administrator or executor.[18] Consequently, during such time, it is the administrator or executor who is entitled to exercise the rights of the deceased as stockholder. MAIN POINT: Upon the death of a stockholder, the heirs do not automatically become stockholders of the corporation; neither are they mandatorily entitled to the rights and privileges of a stockholder.
G.R. No. 177066 September 11, 2009 JOSELITO MUSNI PUNO (As Heir of The Late Carlos Puno), Petitioner, PUNO ENTERPRISES, INC., Represented by JESUSA PUNO, Respondent