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Board Resolution
"I need a board resolution to approve the appointment of a new CEO, effective January 1, 2025, with a three-year term, including performance evaluation criteria and succession planning guidelines."
What is a Board Resolution?
A Board Resolution is a formal document that captures important decisions made by a company's Board of Directors during their meetings. In the Philippines, these resolutions carry legal weight under the Revised Corporation Code and serve as official proof of board actions - from opening bank accounts to approving major contracts.
Think of it as the corporate equivalent of meeting minutes with extra legal power. Directors vote on key matters, and the approved resolution becomes a binding record that companies must keep. Banks, government agencies, and business partners often request board resolutions as proof that company representatives have proper authority to act on specific matters.
When should you use a Board Resolution?
Your company needs a Board Resolution when making significant business decisions that require formal documentation of board approval. Common triggers include opening bank accounts, authorizing loans, appointing new officers, changing company signatories, or entering major contracts. Philippine banks and government agencies often require these resolutions as proof of proper corporate authority.
The resolution becomes essential for high-stakes transactions, property dealings, and regulatory compliance. For example, the Securities and Exchange Commission (SEC) requires board resolutions for amendments to articles of incorporation, stock issuances, or changes in corporate structure. Having clear, properly documented resolutions helps protect your company and speeds up business processes.
What are the different types of Board Resolution?
- Board Of Directors Resolution: Standard format for general board decisions, serving as the foundation for all corporate actions
- Board Resolution To Open Bank Account: Specific template required by Philippine banks for new account creation and banking relationships
- Authorized Signatory Board Resolution: Designates who can sign documents and conduct transactions on behalf of the company
- Board Resolution Appointing Officers: Documents the selection of corporate officers and their roles
- Board Resolution For Applying Loan From Bank: Authorizes company representatives to negotiate and secure loans
Who should typically use a Board Resolution?
- Board of Directors: Reviews, discusses, and votes on the resolution during official meetings; their signatures give the document its legal authority
- Corporate Secretary: Drafts the resolution, maintains records, and certifies its authenticity for external parties
- Company Officers: Execute the approved actions and represent the company based on the resolution's authority
- Banks and Financial Institutions: Request and rely on board resolutions for account openings, loans, and major transactions
- Government Agencies: Accept board resolutions as proof of corporate authority, especially the SEC and other regulatory bodies
- Legal Counsel: Reviews resolution drafts to ensure compliance with Philippine corporation laws and company bylaws
How do you write a Board Resolution?
- Meeting Details: Confirm date, time, and location of board meeting where resolution will be discussed
- Corporate Documents: Gather articles of incorporation, bylaws, and SEC registration for accurate company details
- Purpose Statement: Clearly define the specific action or decision being authorized
- Quorum Requirements: Check bylaws for minimum attendance needed for valid board decisions
- Signing Authority: Identify which officers need to sign based on company policies
- Supporting Documents: Collect relevant contracts, financial statements, or other background materials
- Digital Platform: Use our template generator to ensure all legal requirements are met automatically
What should be included in a Board Resolution?
- Title and Date: Full company name, "Resolution of the Board of Directors," and meeting date
- Recital/Whereas Clauses: Background information explaining why the resolution is needed
- Resolution Statement: Clear "RESOLVED" declaration stating the board's specific decision or action
- Quorum Certification: Statement confirming sufficient directors present per SEC requirements
- Authority Grant: Specific powers or authorizations being given to named individuals
- Certification Block: Corporate Secretary's attestation of resolution's authenticity
- Signature Section: Names, titles, and signatures of voting directors
- Company Details: SEC registration number, tax identification, and registered address
What's the difference between a Board Resolution and a Board Minutes?
A Board Resolution differs significantly from a Board Minutes in several key aspects, though both are crucial corporate documents under Philippine law. While they often work together, each serves a distinct purpose in corporate governance.
- Legal Authority: Board Resolutions are formal decisions with binding legal power, while Board Minutes serve as a detailed record of discussions and proceedings
- Content Focus: Resolutions contain specific decisions and authorizations, while Minutes capture the full meeting context, including debates and attendance
- External Use: Banks and government agencies typically request Board Resolutions as proof of authority, not Minutes
- Format Structure: Resolutions follow a strict "RESOLVED" format with clear authorizations, while Minutes use a chronological, narrative style
- Documentation Purpose: Resolutions demonstrate corporate authority for specific actions, while Minutes provide historical record and transparency
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