When a corporation unjustifiably denies a written request by a stockholder for the inspection of corporate books and records, who is criminally liable?

Under Section 74 of the Corporation Code, the officer or agent of a corporation who violates the right of a stockholder to inspect corporate books and records, or to be furnished with copies thereof (at the stockholder's expense) is criminally liable under Section 144 of the Corporation Code, which states -

“Sec. 144. Violations of the Code. - Violations of any of the provisions of this Code or its amendments not otherwise specifically penalized therein shall be punished by a fine of not less than one thousand (P1,000.00) pesos but not more than ten thousand (P10,000.00) pesos or by imprisonment for not less than thirty (30) days but not more than five (5) years, or both, in the discretion of the court. If the violation is committed by a corporation, the same may, after notice and hearing, be dissolved in appropriate proceedings before the Securities and Exchange Commission: Provided, That such dissolution shall not preclude the institution of appropriate action against the director, trustee or officer of the corporation responsible for said violation: Provided, further, That nothing in this section shall be construed to repeal the other causes for dissolution of a corporation provided in this Code.” (Emphasis and underscoring supplied)

If the request is denied pursuant to a resolution or order issued by the corporation's Board of Directors, then criminal liability shall be imposed upon the directors who voted for such refusal.

Note that while the right of stockholder's to inspection is not absolute, the Corporation still bears the burden to show that its refusal is justified (i.e., that the demand is not made in good faith or for a legitimate purpose, etc.). If the Corporation is unable to prove this, then it has no valid reason to deny the requested examination (see Sy Tiong Shiou v. Sy Chim, G.R. No. 174168, 30 March 2009).