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Board Authorization Letter for Philippines

Board Authorization Letter Template for Philippines

A Board Authorization Letter is a formal document issued under Philippine corporate law that officially delegates specific powers and authorities from a company's Board of Directors to designated individuals or entities. This document, governed by the Revised Corporation Code of the Philippines, serves as official evidence of the board's resolution to grant certain powers to named representatives. It typically includes detailed specifications of the granted authority, its duration, limitations, and conditions, while ensuring compliance with Philippine corporate governance requirements and local regulations.

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Board Authorization Letter

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What is a Board Authorization Letter?

The Board Authorization Letter is a critical corporate instrument used in Philippine business operations to delegate specific powers and authorities from the Board of Directors to designated individuals or entities. This document becomes necessary when a corporation needs to authorize specific individuals to act on its behalf for matters such as banking transactions, property dealings, government representations, or other corporate actions. The letter must comply with the Revised Corporation Code of the Philippines and typically follows a board resolution approving such delegation. It serves as official evidence of the authorized person's capacity to act on behalf of the corporation within specified parameters, making it a crucial document for both internal corporate governance and external business relationships.

What sections should be included in a Board Authorization Letter?

1. Corporate Details: Full legal name of the corporation, registered address, and registration number

2. Date and Reference: Date of the authorization letter and any reference numbers

3. Board Resolution Reference: Reference to the specific board meeting and resolution where the authorization was approved

4. Authorized Person Details: Full name, position, and identification details of the person(s) being authorized

5. Scope of Authority: Clear and specific description of the powers being granted and their limitations

6. Duration of Authority: Specific timeframe for which the authorization is valid

7. Signature Block: Space for authorized signatories, typically the Corporate Secretary and/or Chairman of the Board

What sections are optional to include in a Board Authorization Letter?

1. Conditions Precedent: Any conditions that must be met before the authorization becomes effective

2. Reporting Requirements: Any obligations for the authorized person to report back to the board

3. Revocation Clause: Specific conditions under which the authorization may be revoked

4. Delegation Restrictions: Whether and to what extent the authorized person may delegate the authority

5. Indemnification: Protection for the authorized person when acting within the scope of authority

What schedules should be included in a Board Authorization Letter?

1. Board Resolution Extract: Certified extract of the board resolution granting the authority

2. Specimen Signature: Specimen signature of the authorized person(s)

3. List of Specific Powers: Detailed enumeration of specific powers and authorities granted, if extensive

4. Corporate Secretary's Certificate: Certificate confirming the validity of the board resolution and current board composition

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Sector

Banking

Cost

Free to use
Relevant legal definitions




















Clauses


















Relevant Industries

Banking and Financial Services

Real Estate

Manufacturing

Retail

Technology

Healthcare

Energy

Transportation

Construction

Telecommunications

Education

Professional Services

Mining and Natural Resources

Agriculture

Import/Export

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Treasury

Executive Office

Corporate Governance

Risk Management

Administrative

Operations

Relevant Roles

Chief Executive Officer

Corporate Secretary

Chief Financial Officer

Managing Director

Board Director

Company President

Vice President

Legal Counsel

Compliance Officer

Treasury Manager

Board Chairman

Executive Director

Chief Operating Officer

Department Head

Senior Manager

Authorized Signatory

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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