SEC En Banc Case No. 05-24-543In Re: Consolidated Woods Products, Inc.

Securities and Exchange Commission COMMISSION EN BANC Republic of the Philippines Department of Finance

PRODUCTS, INC. IN RE: CONSOLIDATED WOODS

RAMON Y. UY, in his capacity as Inc., Corporate Consolidated Wood Products, Secretary Appellant,SEC En Banc Case No.05-24-543 of

- versus -

VICKY UY ORDONEZ Appellee.Promulgated: 25 November 2025

DECISION

Y.Uy,praying for the reversal and setting aside of the Resolution dated 30 Registration and Monitoring Department (CRMD), which sustained its Order dated 13 November 20231(theAssailed Order),the dispositive Memorandum of Appeal dated 17May2024(the"Appeal)filed by Ramon April 2024 (the Assailed Resolution") issued by the Company portion of which reads: Before the Commission En Banc (the "Commission") is the Verified

GRANTED.The Corporate Filings and Records Division (CFDR) of the directed to mark the Corporation's GIS from year 2022 to all succeeding filings by either group/party on behalf of Consolidated Wood Products, Inc.asDISPUTED Company Registration and Monitoring Division (CRMD) is hereby WHEREFORE, premises considered, the Petition is hereby

deferred until the issue on the legitimacy and/or truthfulness is resolved with finality by a court of competent jurisdiction. Further, all transactions with the Commission shall be temporarily

Records Management Division (ERMD) of the Information Technology from year 2022 to all succeeding filings/submissions by either and Communications Department (ICTD) to cause the marking of the term DISPUTEDon the face Consolidated Wood Products,Inc's GIS group/party on behalf of the Corporation, and the encoding of this Let a copy of this Order be furnished to the CFRD,and the Electronic

1 Appeal. par.1.1 (See Annex "A).

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Database of the Commission. ORDER in the Certification Issuance System- Unified Reference

SO ORDERED. (Emphasis in the original)

THE PARTIES

Consolidated Wood Products, Inc., (the "Corporation" is a

having been issued a Certificate of Incorporation with Registration No. domestic corporation duly organized and existing under Philippine laws,

Santos Ave.,Km.19 South Super Highway,Paranaque City. CS201321026.Its principal place of business is located at 8389 Dr.A,

Ramon Y.Uy ("Ramon") is a stockholder of the Corporation and was its Corporate Secretary.3

Vicky Uy Ordonez ("Vicky") is a stockholder and member of the Board of Directors (BOD) of the Corporation.

Ramon's Allegation of Facts

After the death of Lino H. Uy ("Lino) in 2017, who was then President and majority stockholder of the Corporation, Vicky (a

agreement that she and Lino had executed whereby the latter transferred his 162,000 shares in the Corporation (the "Lino Shares") to her; and (b) informed Ramon, who was then the Corporate Secretary, of the requested that Ramon execute and file the General Information Sheet (GIS) of the Corporation for 2018 and 2019 to reflect such transfer,to which Ramon acceded.4

Ramon thereafter requested from Vicky the originals of the deed of assignment or any other document that would substantiate the transfer

Ramon filed the 2022 GIS of the Corporation (the "2022 GIS"), he reflected therein the entries prior to the transfer of the Lino Shares to of the Lino Shares to Vicky,which the latter failed to provide.5 Thus,when

Vicky. This triggered the filing by Vicky of the Verified Petition to Mark General Information Sheet as Disputed (the Petition") with the CRMD,as well as other actions before the regular court, i.e., (a) an intra-corporate case filed with the Regional Trial Court of Paranaque,Branch 259 (RTC Br.259),which was docketed as Civil Case No.2023-183 (the Intra-

3 Id. par. 2.1. 4 Id. par. 2.3. 2 Id. par. 2.2 (See Annex "E"). 5 Id. Id.par.2.4

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Corporate Case"),and(b)a criminal complaint for perjury filed with the Office of the City Prosecutor of Makati.8

Vicky's Allegation of Facts

On 11 April 2017,Lino and Vicky executed a Deed of Assignment of Capital Stock (the "Assignment) whereby the former sold the Lino Shares to the latter.9 The capital gains tax, documentary stamp tax,and donor's tax on the said assignment were duly paid, as shown by the

Bureau of Internal Revenue.10 Certificate Authorizing Registration dated 12 October 2018 issued by the

Lino passed away on 19 May 2018.1

On 27 June 2018 and24 June 2019,Ramon executed and submitted the 2018 GIS and 2019 GIS,respectively, of the Corporation which provided that Vicky owns 183,000 shares of the Corporation,consistent

Lino was no longer included in the list of the directors of the Corporation. with,and reflective of the Assignment.12 In the 2018 GIS and 2019 GIS,

On 12 September 2022,Ramon executed and filed the 2022 GIS

Lino and Vicky,which stood at 162,000 and 21,000,respectively; and despite him being deceased.13 which provided,among others,false information on the stockholdings of included Lino as a director, officer,and stockholder of the Corporation

the 2022 GIS of the Corporation be marked as"Disputed14 On 17 October 2023,Vicky filed the Petition,praying therein that

which resulted in the ouster of Vicky as President and Chairperson of the together with Rosy Y. Uy Chua,Victorio K. Chua, and Emilio Y.Uy conducted an improperly called board meeting to elect new officers During the pendency of the Petition with the CRMD, Ramon

Corporation.This prompted the filing of a Complaint for Injunction and a Petition to declare the 2022 GIS and the elections void with the RTC Br. 259.15

7 Consolidated Wood Products,Inc.et al. vs Rosy Y. Uy,et. al.(ForInjunction with Application for the 9 Comment/Opposition. par. 4. 14 Ibid. par. 14. 15 Ibid. pars. 16 and 17. 2022 GeneralInformation Sheet Void;to Declare 2023 Elections of the Officers as Illegal,with Damages [Intra-Corporate Dispute]). 10 Ibid. par.5 11 Ibid. par. 6 13 Ibid. pars. 11 and 13. Issuance of a Writ of Preliminary Injunction and Temporary restraining Order; Petition to Declare the 8 Id.par.2.9 12 Ibid.pars.7 and 8

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The Proceedings Before the CRMD

In her Petition,Vicky maintained that the marking of the 2022 GIS as "Disputed" was warranted, considering that it contained verifiably false information on the composition of the Board and the shares owned by the stockholders of the Corporation, among others.16

On 23 August 2023, Ramon filed an Omnibus Motion to Direct Petitioner to Furnish Respondent a Copy of the Deed of Assignment and to Grant an Extension of Fifteen (15) Days from Receipt thereof to File His Verified Answer,arguing therein that the Assignment, upon which Vicky anchored her Petition,was not attached thereto.

In his Answer filed on 25 September 2023,Ramon prayed for the

under the Commission's existing regulations, i.e., SEC Office Order No. dismissal of the Petition for alleged want of merit. He maintained that

242,Series of 2013 (S00 No.242-2013),and Memorandum Circular No 28,Series of 2020(MC No.28-2020),the remedy of having a GIS marked as "Disputedis only available in cases where there is a double filing of the same.17 Moreover, Ramon argued that the 2022 GIS did not contain false material information, as it merely reinstated the correct entries in the previous GIS, allegedly resulting from Vicky's failure to submit the Shares to her.18 In this regard, Ramon emphasized that the matter originals of the Assignment showing that Lino transferred all the Lino

relating to the alleged false information provided in the 2022 GIS is already the subject of the Petition for Review currently pending with the legal standing to bring and pursue the instant suit insofar as the Lino Shares are concerned,since she is not the stockholder on record over the Department of Justice.19 Finally, Ramon maintained that Vicky has no

same.20

Upon termination of the proceedings a guo,the CRMD issued the Assailed Order directing the marking of the 2022 GIS and all succeeding GIS to be filed for the Corporation asDisputed"While the CRMD ruled that it has no jurisdiction over the issue of (a) the alleged fraudulent entries made in the 2022 GIS,and (b) who the owner of the Lino Shares is,which are both intra-corporate controversies,it nonetheless sustained

Series of 2013 (Resolution No.584-2013),which sanctions the marking of a GIS that is contested due to an intra-corporate dispute as the marking of the 2022 GIS as "Disputed,"applying Resolution No.584,

18 id. (pars. 4.1 to 4.4; 4.6). 19 Ibid. (pars. 2.1) 20 Ibid. (pars.6.1 to 6.3 16 Appeal. See Annex "Q" (par. 15). 17 Ibid. Annex "F" (par. 3.1).

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"Disputed."21 According to the CRMD, the marking of the 2022 GIS,as well as the succeeding GIS,as"Disputed"is necessary because the Commission cannot ascertain if the same should be expunged until the proper court

stockholders of the Corporation.22 passes upon the intra-corporate dispute between and among the

On 06 December 2023,Ramon filed a Motion for Reconsideration (the "Motion for Reconsideration"),reiterating therein his argument that

"Disputed", not being a stockholder on record of the Lino Shares, in support of his position that the Petition is dismissible.23 Ramon also Vicky has no cause of action to cause the marking of the 2022 GIS as

claimed that the CRMD exceeded its jurisdiction in granting the Petition, considering that the RTC had already taken cognizance of the issues on the validity of the 2022 GIS and the ownership over the Lino Shares.24

that its directive to have the 2022 and subsequent GIS marked as "Disputed"was a regulatory action implementing S0 No.424-2013,as clarified by Resolution No. 584-2013, there being an existing intra In denying the Motion for Reconsideration,the CRMD emphasized

the Corporation. The CRMD found that the filing of the Petition was corporate dispute between Vicky,Ramon,and the other stockholders of

anchored on the presence of an intra-corporate dispute, and not on whether Vicky has a cause of action or legal title to the Lino Shares.

Hence, the instant Appeal.

On 13 December 2024,Ramon filed a Motion to Lift and/or Revoke the Order dated 13 November 2024 (the Motion to Lift"), claiming issuance by the RTC Br.259 of a Decision dated 10 October 2024 (the therein that validity of the 2022 GIS is no longer in dispute with the

"RTC Br. 259 Decision"25 upholding the validity same and denying Vicky's prayer for the issuance of a temporary restraining order.26 The

has been finally determined by the proper court. Ramon likewise court nonetheless ruled that the entries in the 2022 GIS may be updated after the issue on the genuineness and due execution of the Assignment

manifested that the RTC Br.259 Decision has attained finality,as shown

26 Motion to Lift and/or Revoke the Order dated 13 November 2024.par.1.5. 21 Order. page 6. 23 Motion for Reconsideration. pars. 3.4 and 3.5. 25 Consolidated Wood Products, Inc. et al. vs Rosy Y. Uy et al.(For: Injunction with Application for the 2022 General Information Sheet Void; to Declare 2023 Elections of the Officers as Illegal,with Damages [Intra-Corporate Dispute]). 22 Id 24 Ibid.par.5.4. Issuance of a Writ of Preliminary Injunction and Temporary restraining Order;Petition to Declare the

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by the Certificate of Finality dated 19 November 2024 issued by RTC Br. 259.27

On 27 December 2024,Vicky filed her Comment/0pposition (to the Motion to Lift and/or Revoke the Order dated 13 November 2024),28 praying for the denial of the Motion to Lift on the ground of the pendency

filed,arguing that the issue on the validity of the RTC Br.259 Decision is before the Court of Appeals (CA) of the Petition for Certiorari dated 09 December 202429 under Rule 65 (thePetition for Certiorari) that she

still under judicial review.30

In his Reply filed on 31 January2025,Ramon reiterated his position that the validity of the 2022 GIS has ceased to be an issue after the RTC Br.259 Decision became final and executory,which warrants the lifting

number of cases decided by the Supreme Court,31 cannot be used to the CA,being a wrong remedy under A.M.No.04-9-07-SC as affirmed in a of the Assailed Order.Ramon argued that the Petition for Certiorari with

prevent the execution of the RTC Br.259 Decision.32

On 05 February 2025, Ramon filed a Manifestation informing the

being a wrong remedy. 33 The Motion for Reconsideration filed by Vicky34 January 2025.35 was eventually denied by the CA in its Resolution promulgated on 04 Commission of the issuance by the CA of a Resolution on 23 January 2025 (the"CA Resolution"),outrightly dismissing the Petition for Certiorari for

In compliance with the Order issued by this Commission,Vicky filed

her previous arguments. Ramon, on the other hand, filed his Position her Position Paper on 28 October 2025,where she essentially reiterated

which he adopted,he emphasized that the finality of the RTC Br.259 Paper on 27 October 2025,where,in addition to his previous arguments

Decision warrants the lifting of the directive in the Assailed Order.

ISSUES

A. Whether the CRMD committed reversible error in taking

cognizance of,and in directing the marking of the 2022 GIS of the Corporation as"Disputed

28 Dated 19 December 2024 29 Docketed as CA G.R. No. 187266. 30 Comment/Opposition. pars. 2 and 4. 31 Ibid. pars. 3 to 6. 33 Manifestation dated 05 February 2025. par. 4. 34 Manifestation dated 27 February 2025. pars. 1 and 2. 35 Manifestation with Urgent Motion to Resolve dated 07 July 2025. par. 1.4. 27 Id.par.1.8. 32 Ibid. par. 17.

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B. Whether the RTC Br. 259 Decision, which has attained finality, justifies granting the Petition to Lift filed by Ramon.

RULING

A. The Commission, through the

direct the marking of a GIS, CRMD,has jurisdiction over the Petition and has authority to

whenever warranted.

In the instant Appeal, Ramon seeks the reversal of the Assailed Order,which was affirmed by the Assailed Resolution, arguing that the CRMD committed reversible error in (a) granting the Petition on the

being a stockholder of record of the Lino Shares,36 and (b) directing the marking of the 2022 GIS,which is within the jurisdiction of the regular courts, considering that the RTC has already assumed jurisdiction over ground that Vicky has no cause of action to dispute the 2022 GIS,not the issue on the validity of the same.37

In her Comment/Opposition,Vicky countered that even without the

which establishes her cause of action to seek the marking of the 2022 GIS Lino Shares,she has long been a stockholder of record of the Corporation

likewise argued that the CRMD did not usurp the RTC's power to pass between her and the other stockholders of the Corporation.38 Vicky upon the existing intra-corporate dispute between the parties, since its as Disputed, considering the presence of an intra-corporate dispute

Assailed Order did not make a determination on the validity of the transfer of the Lino Shares.39

One of the fundamental principles firmly established in our legal system is that a court or an administrative agency exercising quasi-

issue that is within its jurisdiction,40 to wit: judicial functions can only take cognizance of, and pass upon a matter or

38 Comment/0pposition. pars. 30 to 49. 36 Appeal. pars. 4.4 to 4.7. 37 Ibid. pars. 6.4 to 6.6. or capacity given by the law to a court or tribunal to entertain, hear, and determine certain controversies. Bouvier's own definition of the term "jurisdiction" has found judicial acceptance, to wit acquired through due process of law; it is "the authority by which judicial officers take cognizance of and decide cases.(People v.Mariano, G.R. No. L-40527,June 30,1976 [Per J. Munoz Palma,First 39 Ibid. par. 53. 4o "Jurisdiction is the basic foundation of judicial proceedings. The word "jurisdiction" is derived from two Latin words "juris" and "dico" -"I speak by the law" Division]). Citations omitted). "Jurisdiction is the right of a Judge to pronounce a sentence of the law in a case or issue before him, - which means fundamentally the power

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Jurisprudence has consistently held that[j]urisdiction is defined as the power and authority of a court to hear,try,and decide a case. In order for the court or an adjudicative body to have authority to dispose acquiescence of any or all of the parties or by erroneous belief of of the case on the merits, it must acquire, among others, jurisdiction over the subject matter. It is axiomatic that jurisdiction over the subject matter is the power to hear and belong it is conferred by law and not by the consent or determine the general class to which the proceedings in question

action." Perforce, it is important that a court or tribunal should matter presented before it, considering that anv act that it performs without jurisdiction shall be null and void, and without anv binding legal effects.41 xxx (Emphasis and underscoring supplied) first determine whether or not it has jurisdiction over the subject the subject matter, the only power it has is to dismiss the the court that it exists.Thus,when a court has no iurisdiction over

Ramon bewails the issuance by the CRMD of the order directing the marking of the 2022 GIS as"Disputed,arguing that this is a power that

regarding the validity of the same. By doing so, the CRMD allegedly properly belongs to the RTC, which has taken cognizance of the issue

exceeded its jurisdictionwhich renders the Assailed Order null and void.

We do not agree with Ramon.

S00 No.242-2013 was issued by the Commission to address and/or put a stop to abuses in the use of corporate certifications and

resources of corporations.S00 No.242-2013 authorized the CRMD to, processes which have resulted in the illegal take-over of identities and/or

among others,a) ascertain that there is only one 1 GIS filed by a particular corporation that is up to date;and (b) mark as"Disputed"two (2) or more GIS filings by different groups if there is a showing of an existing intra-corporate dispute.The Commission subsequently issued

also be exercised even if there is only one (1) filing of a GIS, provided that Resolution No.584-2013 to supplement and clarify S00 No.242-2013 providing that the authority of the CRMD to mark a GIS as"Disputed"may there is a showing of an intra-corporate dispute.

referred to as the "Issuances") essentially implement Sections 7442 and S00 No.242-2013 and Resolution No.584-2013 collectively

41 Bilag v. Ay-ay,G.R.No. 189950, April 24,2017 [Per J. Perlas-Bernabe, First Division], citing Mitsubishi 42 Section 74 of the Corporation Code (Batas Pambansa Blg.68) partly provides: Motors Philippines Corporation v. Bureau of Customs, G.R. No.209830, June 17,2015 [Per J. Perlas- Bernabe, First Division]. meeting was regular or special, if special its object, those present and absent, and every act done or ordered done at the meeting. Upon the demand of any director,trustee,stockholder or member Section 74.Books to be kept; stock transfer agent.- Every corporation shall keep and carefully preserve at its principal office a record of all business transactions and minutes of all meetings of stockholders or members, or of the board of directors or trustees, in which shall be set forth in detail the time and place of holding the meeting, how authorized, the notice given, whether the

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14143 of the old Corporation Code (now Sections 7344 and 17745 of the Revised Corporation Code of the Philippines [RCC]), requiring

44 Section 73 of the RCC provides: 43 Section 141 of the Corporation Code (Batas Pambansa Blg. 68) provides: 45 Section 177 of the RCC partly provides: proposition, and a record thereof carefully made. The protest of any director, trustee, stockholder The records of all business transactions of the corporation and the minutes of any meetings shall reasonable hours on business days and he may demand, in writing, for a copy of excerpts from Section 141. Annual report or corporations. - Every corporation, domestic or foreign, lawfully doing business in the Philippines shall submit to the Securities and Exchange Commission an director, trustee or stockholder at their expense, for copies of such records or excerpts from said Section 177.Reportorial Requirements of Corporations.-Except as otherwise provided in this Code the time when any director, trustee, stockholder or member entered or left the meeting must be noted in the minutes; and on a similar demand, the yeas and nays must be taken on any motion or or member on any action or proposed action must be recorded in full on his demand. be open to inspection by any director, trustee, stockholder or member of the corporation at certified by any independent certified public accountant in appropriate cases, covering the preceding fiscal year and such other requirements as the Securities and Exchange Commission may require. Such report shall be submitted within such period as may be prescribed by the Securities and Exchange Commission. Section 73. Books to be Kept; Stock Transfer Agent. - Every corporation shall keep and carefully preserve at its principal office all information relating to the corporation including, but not limited any director, trustee, stockholder or member of the corporation in person or by a representative at reasonable hours on business days, and a demand in writing may be made by such records. The inspecting or reproducing party shall remain bound by confidentiality rules under prevailing laws, such as the rules on trade secrets or processes under Republic Act No. 8293, otherwise known as the "Intellectual Property Code of the Philippines", as amended, Republic Act known as The Securities Regulation Code", and the Rules of Court. or in the rules issued by the Commission, every corporation, domestic or foreign, doing business Corporations vested with public interest must also submit the following: annual report of its operations, together with a financial statement of its assets and liabilities, Corporate records, regardless of the form in which they are stored, shall be open to inspection by No.10173,otherwise known as the Data Privacy Act of 2012"Republic Act No.8799,otherwise in the Philippines shall submit to the Commission: said records or minutes,at his expense.xxx xxx xxx to: (1) A director or trustee compensation report; and (e) Arecord of the resolutions of the board of directors or trustees and of the stockholders or (@) Annual financial (a) The articles of incorporation and bylaws of the corporation and all their amendments; (b) The current ownership structure and voting rights of the corporation, including lists of (b) A general information sheet. (C d f (g The names and addresses of all the members of the board of directors or trustees and the The minutes of all meetings of stockholders or members, or of the board of directors or meeting held, how it was authorized, the notice given, the agenda therefor, whether the than Six hundred thousand pesos P600,000.00, the financial statements shall be beneficial ownership; A record of all business transactions; trustees. Such minutes shall set forth in detail among others; the time and the place of the meeting was regular or special, its object if special, those present and absent, and every stockholder or member, the time when any director, trustee, stockholder or member entered or left the meeting must be noted in the minutes; and on a similar demand, the made. The protest of a director, trustee, stock holder or member on any action or proposed action must be recorded in full upon their demand. executive officers; Copies of the latest reportorial requirements submitted to the Commission; and act done or ordered done at the meeting. Upon the demand of a director trustee yeas and nays must be taken on any motion or proposition, and a record thereof carefully accountant: Provided, That if the total assets or total liabilities of the corporation are less certified under oath by the corporation's treasurer or chief financial officer; and stockholders or members group structures, intra-group relations,ownership data, and members; statements auditedbyanindependentcertifiedpublic

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stockholders/members, among others, who may wish to exercise the corporations to file and keep corporate records for the benefit of its right to inspect/reproduce the same.

The Issuances partake of the nature of a regulation issued by the

by law46 to effectively implement Commission in the exercise of its rule-making power expressly granted the statutes that it is tasked to administer, and to promote cor pora ernance and protect minority investors.47 They have the forc of a statute and are presumed valid and legal until declared Oth competent court.48 Having been issued to impler 0 Ic ons of the RCC,it is this Commission,and which has the exclusive authority to enforce ensure the effective and efficient implem ction 179 of the RCC49 expressly prohibits the niunctive orders against the Commission that would interfere T EGA latter's exercise of its jurisdiction.50

46 See Section 179(o) of the RCC and Section 5.1(g) of the Securities Regulation Code. 47 See Section 179d of the RCC DOH of the questioned joint circulars were done in the exercise of their quasi-legislative and administrative functions. It was in the nature of subordinate legislation, promulgated by them in their administrative regulations have the force and effect of law and enjoy the presumption of 49 Section 179 of the RCC partly provides: pertinently states that "[n]o court below the Court of Appeals shall have jurisdiction to issue a controversy that directly or indirectly interferes with the exercise of the powers, duties and effect on February 23,2019,or prior to KAPA's filing of the subject case on March 1,2019. the Presiding Judge of RTC Branch 58 did. Despite these, respondent still issued a 20-day TR0, and issuance of the assailed joint circulars. In issuing and implementing the subject circulars, respondents exercise of delegated power. Quasi-legislative power is exercised by administrative agencies through the promulgation of rules and regulations within the confines of the granting statute and the doctrine of non-delegation of powers from the separation of the branches of the Based on the foregoing, it must be recalled that administrative regulations., such as the DBM-DOH they are entrusted to enforce are entitled to great respect. They partake of the nature of a statute and are just as binding as if they have been written in the statute itself. As such, legality.Unless and until they are overcome by sufficient evidence showing that they exceeded 50 "Furthermore, and as aptly pointed out by the SEC, and later on, the OCA, Section 179 of the RCC responsibilities of the Commission that falls exclusively within its jurisdiction." Notably,the RCC took Based on the foregoing, respondent should have refrained from acting on the subject case as what 48 "xxx In this case,respondents did not act in any judicial, quasi-judicial, or ministerial capacity in their discretion of a judicial nature.The issuance and enforcement by the Secretaries of the DBM, CSC and government. Joint Circular herein,enacted by administrative agencies to implement and interpret the law the bounds of the law,theirvalidity and legality must be upheld.(Cawadv.Abad,G.R.No.207145, July 28, 2015 [Per J. Peralta, En Banc]. Emphasis supplied, citations omitted). restraining order,preliminary injunction, or preliminary mandatory injunction in any case,dispute,or were not called upon to adjudicate the rights of contending parties to exercise,in any manner, The reportorial requirements shall be submitted annually and within such period as may be Appeals shall have jurisdiction to issue a restraining order, preliminary injunction, or preliminary mandatory injunction in any case,dispute, or controversy that directly or indirectly interferes with the exercise of the powers, duties and responsibilities of the Commission that falls exclusively within its jurisdiction. prescribed by the Commission. xxx xxx xx Section 179.Powers,Functions,and Jurisdiction of the Commission.xxx No court below the Court of (2) A director or trustee appraisal or performance report and the standards or criteria used to assess each director or trustee XXX XXX XXX

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On account thereof, We find and so hold that the CRMD acted well within its power and authority when it issued the Assailed Order directing the marking of the 2022 GIS as "Disputed,on the basis of,and in applying the Issuances.We do not agree with Ramon that the authority to mark as"Disputed"the 2022 GIS was transferred to the RTC after the latter assumed jurisdiction over the issue on its validity.To repeat, only

authority)can validly and legally the Commission (or its appropriate department, exercising a delegated implement and enforce its regulation(s).

i.e.,whether the CRMD correctly applied the Issuances considering the Whether the ruling of the CRMD in the Assailed Order was correct

We will now determine and pass upon. attendant facts and circumstances, is a totally different issue-one that

paragraph 4 of S00 No. 242-2013,51 provides: Resolution No. 584-2013, which supplemented and clarified

RESOLVED,To CLARIFY that SEC Order No.242,series of 2013 not only applies to double filing of General Information Sheet (GIS) but corporate dispute. (Emphasis supplied) also to single filing, wherein said GIS is contested due to an intra-

relating to the Lino Shares were contested by Vicky, who is claiming ownership over the same and demanding that they be recorded under The records show that the information/entries in the 2022 GIS

her name. Ramon and the other stockholders of the Corporation, however,maintain that Vicky's claim should not be sustained because the same is based on the Assignment, which was allegedly falsified. These conflicting allegations of the parties disclose that the contested entries in the 2022 GIS are the subject of an existing intra-corporate dispute between them.We take cognizance of the following admissions made by

the 2022 GIS are intra-corporate in nature, to wit: the parties, which affirm the CRMD's finding that the disputed items in

Exchange Commission v. Hon. Oscar Noel, Jr., A.M. No. RTJ-23-029 [Formerly OCA IPI No. 19-4955-RTJ], later on, a WPI in KAPA's favor and against the CDO issued by the SEC, a co-equal body. (Securities and January 23,2023 [Per J.Kho,Jr.Second Division], citing SEC Notice dated February 28,2019. 51 Paragraph 4 of S00 No.242-2013 provides: the monitoring shall not proceed. A Clarificatory Conference" shall then be held with the two ERID) the marking of GIS in question as DISPUTED"CMD shall also advise the Central Receiving and Records Division (CRRD) of the Human Resource and Administrative Department (HRAD) of CMD in monitoring compliance of corporations with the reportorial requirement must ensure that there is no double filing of GIS. If verification shows that there are filings by two different groups, different groups to determine the cause of the double-filing.If the case indicates an intra-corporate corporation, CMD will recommend to the Corporate Filings and Records Division (CFRD) of CRMD and Management Information System Division'of Economic research and Information Department the double filing of GIS for such corporation. dispute or question of legitimacy between the directors, officers, and stockholders of the

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appellee Vickys shares of stock in the 2022 GIS affects her rights as a majority shareholder in CWP. Taking advantage of his position as abovementioned jurisprudential test. It is between two stockholders of CWP and involves the enforcement of their correlative rights and obligations under the Corporation Code and the internal and intra- corporate regulatory rules of the corporation. The diminishment of Corporate Secretary, appellant Ramon facilitated a stockholders' meeting which resulted in the ouster of appellee Vicky as President and The underlying dispute between the parties certainly passes the Chairperson.52

registration of the Lino Shares in the Stock and Transfer Book of CWP, the transfer does not exist,and Vicky is not a stockholder of CWP as to the Lino Shares in so far as CWP and third parties are concerned. Clearly,without compliance with the requisites of the transfer,and the XXX XXX XXX

Deed,and thus there exists no correlative obligation on the part of CWP to respect such non-existent right.53 Vicky has only shown that she claims a right to the Lino Shares merely on the basis of an unregistered, unregistrable,and anomalous Subject

records, in fact, bear that the appropriate cases involving these issues validity of the 2022 GIS, are issues that are within the exclusive jurisdiction of the proper courts being intra-corporate controversies. The have already been filed by the parties, and are pending with the proper ownership of the Lino Shares, the validity of the Assignment, and the courts. The matters in the afore-quoted arguments of the parties,ie., the

sought the application and implementation of the Issuances. It is a rule provided that its action on the same is limited to the performance of its not deprive the CRMD of jurisdiction over the Petition, inasmuch as it settled in jurisprudence that allegations of intra-corporate dispute will not deprive the Commission of the authority to take cognizance of a case regulatory function, to wit: Be that as it may, these allegations of intra-corporate dispute did

xxx Despite the said transfer, however, the SEC still retains sufficient sale of their shares. The Court held in the said case that nothing prevented the SEc from assuming jurisdiction to determine if SBGCCI and UIGDC committed administrative violations and were powers to justify its assumption of jurisdiction over matters concerning Bay Golf and Country Club, Inc. (SBGCCI) and Universal International affirmed the SEC's assumption of jurisdiction over a complaint,which alleged that SBGCCI and UIGDC committed misrepresentations in the its supervisory,administrative and regulatory functions. In SEC v. Subic Group Development Corporation (UIGDC),for instance, the Court

52 Comment/Opposition. Par. 25, 53 Appeal. pars. 4.5 and 4.6.

SEC En Banc Case No. 05-24-543 Page 13 of 17 Uy v.Ordonez DECISION

corporate issues. It also ruled that the SEC may investigate activities liable under the SRC despite the complaint having raised intra- of corporations to ensure compliance with the law.

Beyond doubt, therefore, is the authority of the SEC to hear cases regardless of whether an action involves issues cognizable by the RTC, provided that the SEC could only act upon those which are jurisdiction over complaints, even if these are riddled with intra- corporate allegations,if their invocation of authority is confined rules,as well as to impose fines and penalties for violation thereof and to investigate even motu proprio whether corporations rules and regulations."54 (Emphasis supplied) merely administrative and regulatory in character. In other words,the SEc was never dispossessed of the power to assume only to the extent of ensuring compliance with the law and the comply with the Corporation Code, the SRC and the implementing XXX XXX XXX

Considering that the dispute on the entries in the 2022 GIS is intra- corporate in nature,We hold that the CRMD did not commit reversible error in directing the marking of the same as "Disputed". The CRMD carried out a regulatory action on the basis of the fact (admitted by the parties that the 2022 GIS was contested due to an existing intra corporate dispute.

when the Commission accepts reports filed by corporations in We need to emphasize,as correctly pointed out by the CRMD,that

compliance with Sec.177 of the RCC,it performs a ministerial duty that does not involve determining or passing upon the due execution or validity of the document,and/or the veracity of the entries therein.When it accepts reports, the Commission essentially confirms that the corporation filing the same has complied with the submission of the reportorialrequirements prescribed by law and regulations.Whether the contents thereof are actionable and/or will render the corporation/filer administratively, civilly, or criminally liable is a totally different matter/issue that must be threshed out in an appropriate proceeding. and with the proper forum.

The marking of a GIS as "Disputed"is actually a recognition by the

reiterate,falls within the exclusive province of the regular courts.For this Commission that there is an existing intra-corporate dispute, which, to

have to be deferred/suspended until the court makes a ruling on the reason,action(s on any application filed by a concerned corporation will

intra-corporate dispute.55 Rather than being a usurpation of the jurisdiction of the regular court over intra-corporate cases,as claimed by Ramon, the marking of the 2022 GIS as Disputed pursuant to the

54 Roman,Jr.v. Securities and Exchange Commission, G.R. No.196329, June 1, 2016 [Per J.Mendoza, 55 Par. 6 of SO0 No. 242-2013. Second Division]. Citation omitted.

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Issuances constituted a notice to the concerned corporation, its stakeholders, and the public that there exists an intra-corporate dispute, which is either already pending with the proper court or to be commenced/filed with the latter. In fact, the lifting/removal of the marking is dependent on the action/ruling of the RTC on the intra- corporate dispute, which shows that this Commission will always recognize and defer to the action of the court thereon.

On account thereof, We find no cogent reason to disturb the finding in the Assailed Order.

B. The final and executory RTC Br. 259 Decision lifting of the directive in the supports the

Assailed Order.

parties consistently updated this Commission, through their respective During the pendency of the proceedings on the instant Appeal, the

Manifestations, of the status of the Intra-Corporate Case that was filed with the RTC Br.259,which was eventually elevated to the CA.

04 January 2025,58 Vicky filed with the Supreme Court a Petition for Review on Certiorari.59 Reconsideration was denied by the CA in its Resolution promulgated on 259 Decision,which ruled that the 2022 GIS is valid,56 was affirmed in the CA Resolution.57 The records also show that after her Motion for The records show that the final and executory status of the RTC Br.

the RTC Br. 259 Decision as having become final and executory has been and the outright dismissal by the CA of the Petition for Certiorari filed by Vicky for being a wrong remedy under A.M. No. 04-9-07-SC, the status of affirmed. This, according to Ramon,justifies the lifting of the Assailed Order since the validity of the 2022 GIS is no longer disputed. With the issuance of the Certificate of Finality by the RTC Br.259

of finality or immutability of judgement, which, by reason of public policy, and subject only to well-defined exceptions,6o absolutely prohibits the In our jurisdiction, there is nothing more settled than the doctrine

56 Supra. Note 27. 57 Supra. Note 33. 6o "It is a well-established rule that a judgment, once it has attained finality, can never be altered, 58 Supra. Note 35. judgment. This is the principle of immutability of judgments-to put an end to what would be an endless litigation. Interest reipublicae ut sit finis litium. In the interest of society as a whole, litigation must come to an end.But this tenet admits several exceptions,these are:1) the correction of clerical 59 Position Paper dated 23 October2025 of Vicky U.Ordonez.Pars.64 and 65.See AnnexA amended,or modified,even if the alteration,amendment or modification is to correct an erroneous of

SEC En Banc Case No. 05-24-543 Uy v.Ordonez Page 15 of 17 DECISION

modification of a decision, final order, or resolution that has attained finality, such that the only remaining act required to be done is to promptly execute the same, to wit:

Under the doctrine of finality of judgment or immutability of judgment, a decision that has acquired finality becomes immutable and unalterable,and may no longer be modified in any respect, even if the modification is meant to correct erroneous conclusions of fact and law,and whether it be made by the court that rendered it or by the Highest Court of the land.Any act which violates this principle must immediately be struck down.

decision and orders in the present case. Once a judgment becomes role of courts in disposing justiciable controversies with finality.61 Verily,by the undue delay in the execution of a final judgment in their favor,respondents have suffered an injustice. The Court views with disfavor the unjustified delay in the enforcement of the final final and executory, the prevailing party should not be denied the fruits of his victory by some subterfuge devised by the losing party Unjustified delay in the enforcement of a judgment sets at naught the (Emphasis and underscoring supplied) XXX XXX XXX

same will have the effect of disregarding, or will result in violating the doctrine of immutability of judgments, to wit: as a matter of right, to have same executed,it is incumbent upon a relevant court or administrative body to recognize and render the same even the issuance of a writ of certiorari will not be countenanced if the effective. In this regard, the Supreme Court has ruled in one case62 that Since a decision that has attained finality entitles the winning party,

allow parties to present evidence in a case that has long attained finality. It held: lack of merit. The CA ruled that it cannot issue a writ of certiorari to The first assailed Resolution dated September 12.2011 of the CA in CA G.R. SP No.113405 dismissed petitioners' Petition for Certiorari for

party,in this instance the Petitioners, to present evidence Asking this Court to issue a writ of certiorari to enable a

after a decision has long attained finality is no different

reviewed. More certainly, such strat[elgem cannot be from praying that an already executory decision be allowed as it will contravene the doctrine of finality of

6 Torres v.Aruego,G.R.No.201271,September 20,2017 [Per J.Del CastilloFirst Division] execution unjust and inequitable.(Republic v. Gotengco,G.R. No.226355, January 24,2018 [Per J. 61 Montehermoso v.Batuto,G.R.No.246553,December 02,2020 [Per J.Lazaro-Javier,Second Division], citing People v. Santiago,G.R.No.228819,July 24,2019 [Per J.Perlas-Bernabe,Special Second judgments; and (4) whenever circumstances transpire after the finality of the decision rendering its Gesmundo, Third Division]. Citations omitted). Division]. errors;(2 the so-called nunc pro tunc entries which cause no prejudice to any party; (3 void

SEC En Banc Case No.05-24-543 Page 16 of 17 Uyv.Ordonez DECISION

judgments. Instructive on this point is the Supreme Court's pronouncement in PCI Leasing and Finance Inc.v.Milan,viz[.]

A judgment becomes 'final and executory' by operation of law. Finality becomes a fact when the reglementary period to appeal lapses and no appeal is perfected within such period. As a consequence, no court (not even this Court) can exercise appellate jurisdiction to review a case or modify a decision that has become final.

At the risk of being repetitious, it bears reiterating of certiorari to enable the Petitioners to present evidence therefore, that this Court cannot and will not issue a writ When a final judgment is executory, it becomes considerations of public policy and sound practice that immutable and unalterable. It may no longer be modified in any respect either by the court which rendered it or even by this Court. The doctrine is founded on become final at some definite point in time. at the risk of occasional errors, judgments must XXX XXX XXX

June 15,1992, for doing so will contravene the doctrine of finality of judgments. in a case where a decision has been rendered as far back as

underscoring supplied) We affirm the assailed Resolutions of the CA.63 (Emphasis and

In the instant case,it is not disputed that the RTC Br.259 Decision which declared the 2022 GIS of the Corporation valid, has already attained finality. There is also nothing in the records showing that thel

has been nullified or set aside. Verily, pursuant to, and applying the Certificate of Finality dated 19 November 2024,issued by the RTC Br.259 doctrine of finality of judgments, the Commission is duty-bound tol recognize the RTC Br. 259 Decision and the lift the directive in the Assailed Order,considering that the issue on the validity of the 2022 GIS has been finally laid to rest. Stated otherwise, it is the duty of the

been declared valid by a competent court with finality,truly reflects such Commission to ensure that a corporate record on file with it,which has

declaration. This is consistent with the Commission's mandate of promoting the integrity of corporate records filed with it.

Decision was a final disposition by the RTC Br.259 on the issue of the validity of the 2022 GIS,which is an intra-corporate controversy.Section 4,Rule 1 of A.M.No.01-2-04-SC,theInterim Rules of Procedure for Intra Finally,the Commission is cognizant of the fact that the RTC Br.259

Corporate Controversies, expressly provides for the immediately

63 Id. Citations omitted.

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executory nature of the decisions rendered by the proper court on any intra-corporate case brought before it, to wit

order, unless restrained by an appropriate court. Interlocutory orders shall not be subject to appeal.(Emphasis supplied) immediately be executory.No appeal or petition taken therefrom shall stay the enforcement or implementation of the decision or All decisions and orders issued under these Rules shall

implementation of the RTC Br. 259 Decision was issued by the proper unambiguous, must be recognized and given effect by the Commission. Thus, even without applying the doctrine of finality of judgments, the Assailed Order, absent any showing that the Supreme Court, which is currently hearing the Petition for Review on Certiorari, has enjoined the execution or implementation of the RTC Br.259 Decision. court, the directive of the afore-quoted provision, being clear and afore-quoted provision suffices to justify the lifting of the directive in the showing that an injunctive order directing the stay of the execution or Considering that there is nothing in the records of the instant case

Appeal dated 17 May 2024 is hereby GRANTED.The Order dated 13 Registration and Monitoring Department (CRMD) are hereby LIFTED and SET ASIDE. The CRMD is hereby DIRECTED to remove the mark November 2023,and Resolution dated 30 April 2024 of the Company DISPUTED"in the 2022 GIS of Consolidated Wood Products,Inc. WHEREFORE, premises considered, the Verified Memorandum of

SO ORDERED.

Makati City, Philippines.

FRANCISCO ED.LIM Chairperson

JAVEY PAUL D.FRANCISCO Commissioner KARLO Commissioner S.BELLO

WN MCJILL BRYANTT.FERNANDEZ Commissioner ROGEIdOV.QUEVEDO Commissioner