To determine whether or not a case involves an intra-corporate dispute, two tests are applied – the relationship test and the nature of the controversy test.
Under the relationship test, there is an intra-corporate controversy when the conflict is:
- (1) between the corporation, partnership, or association and the public;
- (2) between the corporation, partnership, or association and the State insofar as its franchise, permit, or license to operate is concerned;
- (3) between the corporation, partnership, or association and its stockholders, partners, members, or officers; and
- (4) among the stockholders, partners, or associates themselves.
On the other hand, in accordance with the nature of controversy test, an intra-corporate controversy arises when the controversy is not only rooted in the existence of an intra-corporate relationship, but also in the enforcement of the parties’ correlative rights and obligations under the Corporation Code and the internal and intra-corporate regulatory rules of the corporation. [Source: San Jose vs. Ozamiz, G.R. No. 190590, 12 July 2017]
Jurisdiction over intra-corporate disputes has been transferred to regular courts, from the Securities and Exchange Commission (SEC), pursuant to Section 5.2 of the Securities Regulation Code (Republic Act No. 8799).
The rules are provided under Interim Rules of Procedure for Intra-Corporate Disputes (A.M. No. 01-2-04-SC. March 13, 2001).