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Board Resolution Authorizing To Transact for Philippines

Board Resolution Authorizing To Transact Template for Philippines

A Board Resolution Authorizing To Transact is a formal document issued under Philippine corporate law that evidences the board of directors' decision to grant specific individuals the authority to conduct transactions on behalf of the corporation. Governed by the Revised Corporation Code of the Philippines, this document serves as official proof of corporate authorization and is typically required by banks, government agencies, and other institutions when conducting significant business transactions. The resolution specifies the scope of authority, authorized representatives, and any limitations or conditions attached to the authorization, ensuring clear accountability and compliance with Philippine corporate governance requirements.

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Board Resolution Authorizing To Transact

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What is a Board Resolution Authorizing To Transact?

A Board Resolution Authorizing To Transact is a crucial corporate instrument commonly used in the Philippines when a company needs to delegate transaction authority to specific individuals. This document is required under Philippine corporate law and is essential for establishing the legitimacy of corporate actions with third parties. It is typically prepared when setting up bank accounts, entering into major contracts, conducting property transactions, or establishing relationships with new business partners. The resolution must comply with the Revised Corporation Code of the Philippines and often needs to meet specific requirements set by receiving institutions such as banks or government agencies. The document contains details about the authorized representatives, scope of authority, and any limitations, and must be certified by the Corporate Secretary as a true record of the board's decision.

What sections should be included in a Board Resolution Authorizing To Transact?

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

2. Meeting Details: Date, time, venue of the board meeting, and statement of quorum presence

3. Attendance Record: List of directors present and absent at the meeting

4. Preamble: Statement introducing the purpose of the resolution and its legal basis

5. Resolution Statement: The main authorization statement using the phrase 'RESOLVED THAT' detailing what transactions are authorized

6. Authorized Representatives: Names and positions of individuals authorized to transact on behalf of the company

7. Scope of Authority: Specific powers and limitations granted to the authorized representatives

8. Certification: Corporate Secretary's certification that the resolution is true and correct and part of corporate records

What sections are optional to include in a Board Resolution Authorizing To Transact?

1. Transaction Limits: Include when specific monetary or transaction limits need to be set for authorized representatives

2. Special Instructions: Add when specific procedures or requirements need to be followed for certain transactions

3. Term of Authority: Include when the authorization has a specific validity period

4. Supersession Clause: Add when this resolution supersedes previous authorizations

5. Digital/Electronic Authorization: Include when authorizing digital or electronic transactions specifically

What schedules should be included in a Board Resolution Authorizing To Transact?

1. Schedule A - Authorized Signatories: Detailed list of authorized signatories with their specimen signatures and specific powers

2. Schedule B - Transaction Types: List of specific types of transactions covered by the authorization

3. Schedule C - Supporting Documents: List of corporate documents (Articles of Incorporation, By-laws, etc.) supporting the authority to pass the resolution

4. Appendix 1 - Secretary's Certificate: Separate certification from the Corporate Secretary if required by specific institutions

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

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions
























Clauses




















Relevant Industries

Banking and Financial Services

Real Estate

Manufacturing

Retail

Technology

Healthcare

Energy

Transportation

Construction

Professional Services

Education

Telecommunications

Mining

Agriculture

Import/Export

Relevant Teams

Legal

Corporate Secretariat

Finance

Treasury

Compliance

Risk Management

Corporate Governance

Executive Office

Operations

Administrative

Relevant Roles

Chief Executive Officer

Corporate Secretary

Chief Financial Officer

Managing Director

Board Director

Compliance Officer

Legal Counsel

Treasury Manager

Finance Director

Operations Director

Business Development Manager

Risk Manager

Company President

Vice President

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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