Republic of the Philippines

______ Judicial Region

Regional Trial Court
Branch _____

NAME(s) OF PLAINTIFF/S,
Plaintiff/s,
-versus-
NAME(s) OF DEFENDANT/S,
Defendants.
x-----------------------------------------x

COMPLAINT
, MOST RESPECTFULLY STATES THAT; COMES NOW, the plaintiff together with the
undersigned counsel to this most honorable
Court

1. The Plaintiff is a director with __ shares of stock in the corporation.

“2. On____, the Plaintiff made a demand for inspection and copying of books and records
and/or to be furnished with financial statements.
3, The refusal of defendant to grant the demands of the plaintiff and the reasons given for such
refusals, if any,
4. The reasons why the refusal of defendant to grant the demands of the plaintiff is unjustified
and illegal.”
5. According to Sec 74 and 75 of the Corporation Code, a stockholder of the corporation has a
right for the inspection and copying of books and records and/or to be furnished with financial
statements.
6. Any officer or agent who shall refuse to allow any director, trustee, stockholder or member of
the corporation to inspect the books of the corporation shall be guilty of an offense which shall
be punishable under Sec 144.

PRAYER
WHEREFORE, premises considered, it is most respectfully prayed of this Honorable Court that
judgement be rendered in favor of the plaintiff and that after judgement;
a. The defendant be ordered to deliver the books of the corporation for inspection.
b. The defendant shall be ordered to pay P ________ for the Attorney’s Fees.
Such other reliefs and remedies under the premises are likewise prayed for.

SUBSCRIBE AND SWORN to to before me this ____ day of _________ 20__, in

________________, Philippines, the affiant exhibiting to me his ________________ issued by
________________ at ________________ on ________________.

Notary Public
Doc. No _________;
Page No._________;
Book No._________;
Series of _________.

Note:
Intra-Corporate Controversy Requirements:
1. According to Union Glass & Container Corp. v. SEC1, The relationship between or
among parties must be either (1) between the corporation, partnership, or association
and the public; (2) between the corporation, partnership, or association and its
stockholders, partners, members, or officers; (3) between the corporation, partnership,
or association and the State as far as its franchise, permit or license to operate is
concerned; and (4) among the stockholders, partners, or associates themselves.
2. According to DMRC Enterprises v. Esta del Sol Mountain Reserve, Inc.2, The issue be
intrinsically connected with the regulation of the corporation. If the nature of the
controversy involves matters that are purely civil in character, necessarily, the case does
not involve an intra-corporate controversy.
3. According to Rule 2, Sec 4 of the Interim Rules of Procedure Governing Intra-Corporate
Controversies3, the Complaint shall state:
i. the names, addresses, and other relevant personal or judicial
circumstances of the parties;
ii. all facts material and relevant to the plaintiff's cause or causes of action,
which shall be supported by affidavits of the plaintiff or his witnesses and
copies of documentary and other evidence supportive of such cause or
causes of action;
iii. the law, rule, or regulation relied upon, violated, or sought to be enforced;
iv. a certification that (a) the plaintiff has not therefore commenced any
action or filed any claim involving the same issues in any court, tribunal or
quasi-judicial agency, and, to the best of his knowledge, no such other
action or claim is pending therein; (b) if there is such other action or claim,
a complete statement of the present status thereof; and (c) if he should
thereafter learn that the same or similar action or claim has been filed or
is pending, he shall report that fact within five (5) days therefrom to the
court; and
v. the relief sought.

Additional Requirements for the right to Inspect

According to Rule 7, Sec 2 of the Interim Rules of Procedure Governing Intra-Corporate
Controversies, the complaint must state in addition the following:
1. The case is for the enforcement of plaintiff's right of inspection of corporate orders or
records and/or to be furnished with financial statements under Sections 74 and 75 of the

1 GR No. L-64013, November 28, 1983

2 GR No. L-57936, September 28, 1984
3 Interim Rules of Procedure Governing Intra-Corporate Controversies. A.M. No. 01-2-04-SC, March 13,
2001
 Corporation Code of the Philippines;
2. A demand for inspection and copying of books and records and/or to be furnished with
financial statements made by the plaintiff upon defendant;
3. The refusal of defendant to grant the demands of the plaintiff and the reasons given for
such refusals, if any; and
4. The reasons why the refusal of defendant to grant the demands of the plaintiff is
unjustified and illegal, stating the law and jurisprudence in support thereof.