A Board of Directors Corporate Resolution is an essential corporate document in the Philippine business environment, used to formally document decisions and actions taken by a corporation's board of directors. This document type is mandated by the Revised Corporation Code of the Philippines and is regularly required for various corporate actions, from opening bank accounts to major business decisions. It serves multiple purposes: providing evidence of board decisions, satisfying regulatory requirements, facilitating transactions with third parties, and maintaining corporate records. The resolution must include specific elements required by Philippine law, such as proper certification by the Corporate Secretary and confirmation of the meeting's quorum. It's particularly important for demonstrating compliance with corporate governance requirements and may need to be submitted to the Securities and Exchange Commission, banks, or other institutions as proof of board authorization.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Title and Corporate Details: Full legal name of the corporation, registration number, and registered address
2. Meeting Details: Date, time, location of the meeting, and type of meeting (regular/special)
3. Attendance and Quorum: List of directors present, confirmation of quorum, and any other attendees
4. Preamble: Standard recitals establishing the authority of the board and the purpose of the meeting
5. Background: Context and circumstances leading to the need for the resolution
6. Resolution Statement: The formal 'RESOLVED' statement(s) containing the board's decision(s)
7. Certification: Attestation by the Corporate Secretary regarding the truthfulness and accuracy of the resolution
8. Signatures: Signature block for the Chairman, Corporate Secretary, and other required signatories
1. Voting Results: Detailed breakdown of the voting results, required when there's not unanimous approval
2. Dissenting Opinions: Record of any opposing views from board members, included when there are dissenting votes
3. Delegation of Authority: Specific powers granted to officers or representatives to implement the resolution
4. Conditions Precedent: Any conditions that must be met before the resolution takes effect
5. Regulatory Compliance Statement: Specific statements required for SEC or other regulatory compliance, depending on the resolution type
6. Revocation of Previous Resolutions: Include when the current resolution supersedes or modifies previous board decisions
1. Schedule A - Supporting Documents: Relevant documents referenced in the resolution (e.g., contracts, agreements, reports)
2. Schedule B - List of Authorized Signatories: When resolution involves banking or financial matters, list of authorized signatories with specimen signatures
3. Schedule C - Corporate Documents: Copies of relevant corporate documents (Articles of Incorporation, By-laws, etc.) when required
4. Appendix 1 - Meeting Minutes: Full minutes of the board meeting where the resolution was passed
5. Appendix 2 - Notice and Agenda: Copy of the meeting notice and agenda sent to board members
6. Appendix 3 - Secretary's Certificate: Detailed certificate from the Corporate Secretary authenticating the resolution
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Energy
Telecommunications
Mining
Transportation
Education
Construction
Agriculture
Professional Services
Insurance
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Risk Management
Executive Office
Finance
Administrative
Corporate Communications
Investor Relations
Relevant Roles
Chief Executive Officer
Corporate Secretary
Board Director
Chairman of the Board
Chief Financial Officer
Compliance Officer
Legal Counsel
Corporate Governance Officer
Chief Operating Officer
Risk Management Officer
Board Committee Chairman
Independent Director
Executive Director
Company President
Vice President for Legal Affairs
Find the exact document you need
Board Resolution For Electricity Connection
A Philippine corporate resolution authorizing company representatives to secure and establish electricity connection with relevant utility providers.
Download
Board Resolution For Closure Of Company
A formal board resolution under Philippine law authorizing and documenting the decision to close and dissolve a company, meeting SEC and regulatory requirements.
Download
Board Resolution For Performance Evaluation
A Philippine-compliant board resolution establishing performance evaluation procedures for board members and committees, aligned with local corporate governance requirements.
Download
Board Resolution For Non Operation
A Philippine corporate document that formally records the board's decision to cease business operations, including regulatory compliance requirements and operational directives.
Download
Board Resolution For Appointment Of Authorised Representative
A Philippine corporate resolution authorizing an individual to act as the company's official representative, specifying their powers and scope of authority.
Download
Board Resolution For Restructuring Of Loan
A Philippine corporate resolution authorizing the restructuring of an existing loan facility, documenting board approval and modified loan terms under Philippine corporate and banking laws.
Download
Board Resolution For Applying Loan From Bank
A Philippine corporate document authorizing company representatives to obtain and execute a bank loan, compliant with local corporate and banking regulations.
Download
Board Resolution For Renewal Of Bank Guarantee
A Philippine corporate document authorizing the renewal of an existing bank guarantee, approved by the board of directors and compliant with local banking regulations.
Download
Board Resolution For Company Becoming Partner In LLP
A Philippine board resolution document authorizing a company to become a partner in an LLP, including terms of participation and corporate authorizations.
Download
Board Resolution For Change Of Registered Office
A Philippine corporate document recording the board's formal approval and authorization for changing the company's registered office address, compliant with SEC requirements.
Download
Board Resolution For Subscription Of Shares
A Philippine corporate document authorizing the issuance of shares to subscribers, approved by the board of directors under Philippine law.
Download
Board Resolution For Conversion Of Loan Into Equity
A Philippine corporate resolution documenting the board's approval to convert an existing loan into company shares, complying with local corporate and securities regulations.
Download
Partnership Board Resolution
A formal document under Philippine law that records and validates decisions made by a partnership's governing body, requiring proper execution and certification.
Download
Board Resolution To Open Bank Account
A Philippine corporate document authorizing the opening of a bank account and designating authorized signatories, in compliance with local corporate and banking laws.
Download
Non Profit Resolution To Open Bank Account
A Philippine-compliant corporate resolution authorizing the opening and operation of a bank account for a non-profit organization.
Download
First Board Meeting Resolution
A formal document recording key decisions and appointments made during a Philippine corporation's first board meeting, as required by the Revised Corporation Code.
Download
Board Resolution For Call On Shares
A Philippine corporate document recording the board's resolution to require payment for partially paid shares from shareholders, governed by the Revised Corporation Code.
Download
Board Resolution For Working Capital Loan
A Philippine corporate resolution authorizing the company to obtain a working capital loan, including loan terms and designated signatories.
Download
Board Resolution For Sale Of Company Property
A Philippine corporate document authorizing the sale of company property through formal board approval, including sale terms and authorized representatives.
Download
Board Resolution For Opening A Branch Office
A Philippine corporate document recording the Board's approval and authorization for establishing a branch office, including necessary regulatory compliance measures.
Download
Board Resolution For Joint Venture
A Philippine corporate document evidencing board approval and authorization for entering into a joint venture arrangement, compliant with the Revised Corporation Code.
Download
Board Resolution For Digital Signature
A Board Resolution authorizing digital signature implementation in a Philippine corporation, compliant with the Electronic Commerce Act and SEC regulations.
Download
Board Resolution For Closure Of Subsidiary Company
A board resolution under Philippine law authorizing and documenting the closure of a subsidiary company, including required authorizations and compliance measures.
Download
Board Resolution For Subscribing Shares Of Other Company
A Philippine corporate document authorizing the subscription of shares in another company, approved by the board of directors and compliant with local corporate laws.
Download
Board Resolution For Sale Of Company
A Philippine corporate document evidencing board approval and authorization for the sale of a company, compliant with the Revised Corporation Code of the Philippines.
Download
Board Resolution For Partnership Firm
A formal document recording and validating decisions made by partners in a Philippine partnership firm, complying with local partnership laws and SEC requirements.
Download
Board Resolution For Opening Trading Account
A Philippine corporate resolution authorizing the opening and operation of a securities trading account, specifying authorized signatories and trading parameters.
Download
Board Resolution For Issue Of Shares
A Philippine corporate document recording the board's formal approval for issuing new shares, complying with local corporate laws and SEC requirements.
Download
Board Resolution For Buy Back Of Shares
A Philippine corporate document authorizing the company to repurchase its own shares, in compliance with the Revised Corporation Code and SEC regulations.
Download
Board Resolution For Adoption Of Policy
A Philippine corporate document recording a Board of Directors' formal approval and adoption of a company policy, compliant with local corporate laws and SEC regulations.
Download
Shareholder Resolution Appointing Directors
A formal corporate resolution under Philippine law documenting shareholders' appointment of company directors, in compliance with the Revised Corporation Code and SEC requirements.
Download
Resolution Of Sole Director
A formal Philippine corporate document recording decisions made by a sole director, compliant with local corporate laws and SEC regulations.
Download
Resolution Appointing New Board Members
A Philippine corporate resolution documenting the formal appointment of new board members in compliance with local corporate laws and SEC requirements.
Download
Removal Of Director Resolution
A Philippine corporate resolution documenting the shareholders' decision to remove a director from the board, requiring two-thirds vote of outstanding capital stock under Philippine law.
Download
Partnership Resolution For Opening Bank Account
A formal Philippine partnership resolution authorizing the opening and operation of a bank account, designating signatories and establishing transaction parameters.
Download
Generic Corporate Resolution
A formal document under Philippine law recording corporate decisions and authorizations made by a company's board of directors or stockholders.
Download
Corporate Resolution For Bank Account
A Philippine corporate resolution authorizing the establishment and operation of bank accounts, including designated signatories and their transaction powers.
Download
Corporate Resolution Document
A formal document recording corporate decisions and authorizations under Philippine law, certified by appropriate corporate officers and compliant with local regulatory requirements.
Download
Corporate Resolution Bank Account Authorized Signers
A Philippine corporate resolution designating authorized signatories for bank accounts, specifying their powers and limitations in accordance with local banking regulations.
Download
Dividend Board Resolution
A corporate resolution under Philippine law that authorizes and documents the declaration of dividends to shareholders, including payment terms and compliance certifications.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)