A Board Resolution Dissolution Of Corporation is a crucial document required under Philippine corporate law when a company decides to permanently cease its operations. This resolution is mandated by the Revised Corporation Code of the Philippines and must be properly executed before initiating the formal dissolution process with the Securities and Exchange Commission. The document is typically used when a corporation voluntarily decides to dissolve due to various reasons such as completion of corporate purpose, financial difficulties, or strategic business decisions. It must include specific authorizations, wind-up procedures, and compliance requirements set forth by Philippine regulatory authorities. The resolution serves as the primary evidence of the board's decision and provides the framework for the entire dissolution process, including handling of assets, liabilities, and stakeholder interests.
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: Formal title of the resolution, corporation name, registration details, and date of the meeting
2. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
3. Preamble: Recitals stating the corporation's current status, reason for dissolution, and confirmation of shareholder approval if required
4. Resolution Statement: Formal declaration of the board's decision to dissolve the corporation
5. Dissolution Authority: Authorization for specific officers to file dissolution papers and handle the process
6. Asset Distribution: Plan for distribution of corporate assets after payment of all liabilities
7. Wind-up Procedures: Steps to be taken to wind up business affairs, including payment of creditors
8. Government Notifications: Requirements for notifying SEC, BIR, and other relevant government agencies
9. Certification: Formal certification of the resolution's adoption by the Corporate Secretary
1. Employee Provisions: Include when the corporation has employees, detailing arrangements for termination and final benefits
2. Special Instructions for Joint Ventures: Required when dissolving a joint venture corporation, addressing specific partner arrangements
3. Foreign Investment Provisions: Necessary when the corporation has foreign investments or shareholders
4. Intellectual Property Disposition: Include when the corporation owns significant IP assets
5. Branch Office Closure: Required when the corporation has branch offices that need to be closed
1. Schedule A - List of Assets and Liabilities: Detailed inventory of corporate assets and outstanding liabilities
2. Schedule B - Shareholder Information: List of shareholders and their respective shareholdings
3. Schedule C - Creditor List: Complete list of corporate creditors and amounts owed
4. Appendix 1 - Dissolution Timeline: Projected timeline for completing the dissolution process
5. Appendix 2 - Required Government Filings: Checklist of required filings with various government agencies
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Financial Services
Real Estate
Construction
Healthcare
Education
Professional Services
Hospitality
Agriculture
Mining
Transportation
Energy
Telecommunications
Relevant Teams
Legal
Corporate Secretariat
Board of Directors
Executive Management
Finance
Compliance
Human Resources
Risk Management
Corporate Communications
Administrative Services
Relevant Roles
Chief Executive Officer
Corporate Secretary
Board Director
Chief Financial Officer
Legal Counsel
Compliance Officer
Corporate Governance Officer
Risk Management Officer
Finance Director
Administrative Officer
Human Resources Director
Tax Manager
Audit Manager
Operations Director
Company President
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)