The Board Resolution For Closure Of Subsidiary Company is a critical corporate governance document required under Philippine law when a parent company decides to dissolve its subsidiary. This document is essential when a company needs to formally record the board's decision to close a subsidiary entity, whether due to strategic restructuring, economic conditions, or other business reasons. The resolution must comply with the Revised Corporation Code of the Philippines and SEC requirements, including specific provisions for the closure process, appointment of authorized representatives, and procedures for handling assets and liabilities. It serves as the foundation for all subsequent dissolution activities and is required for regulatory filings with the SEC, BIR, and other relevant authorities. The document typically includes detailed information about the subsidiary, reasons for closure, implementation steps, and necessary authorizations, ensuring proper corporate governance and legal compliance throughout the dissolution process.
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1. Title and Corporate Details: Formal title of the resolution, corporation name, date, time, and venue of the meeting
2. Attendance and Quorum: List of board members present, confirmation of quorum, and statement of proper notice
3. Preamble: Standard recitals regarding the company's incorporation, subsidiary relationship, and board's authority
4. Background: Explanation of the circumstances and reasons necessitating the subsidiary's closure
5. Resolution Statement: Clear and unambiguous statement of the board's decision to close the subsidiary
6. Process Authorization: Authorization for specific steps in the closure process and appointment of authorized representatives
7. Financial Provisions: Approval of final accounts and arrangement for settlement of liabilities
8. Regulatory Compliance: Acknowledgment of requirements for SEC, BIR, and other regulatory bodies
9. Implementation Authority: Designation of officers authorized to execute the closure
10. Certification: Secretary's certification of the resolution's authenticity and board approval
1. Asset Disposition: Specific instructions for disposal or transfer of subsidiary assets, used when significant assets need to be handled
2. Employee Matters: Provisions for employee termination and benefits, included when the subsidiary has employees
3. Contract Termination: Procedures for terminating existing contracts, needed when there are significant ongoing contracts
4. Tax Considerations: Special tax-related provisions, included when there are complex tax implications
5. Foreign Investment Provisions: Special provisions for foreign-owned subsidiaries, required for foreign-owned companies
6. Creditor Protection Measures: Specific provisions for creditor protection, needed when there are significant creditors
7. Branch Office Closure: Provisions for closing branch offices, if subsidiary has multiple locations
1. Schedule A - Corporate Information: Details of the subsidiary including registration numbers, addresses, and corporate structure
2. Schedule B - Financial Statement: Latest financial statements and list of assets and liabilities
3. Schedule C - Authorized Signatories: List of persons authorized to execute closure-related documents
4. Schedule D - Required Regulatory Filings: Checklist of required submissions to SEC, BIR, and other authorities
5. Appendix 1 - Notice of Meeting: Copy of the notice sent to board members for this resolution
6. Appendix 2 - Dissolution Timeline: Proposed timeline for completing the closure process
7. Appendix 3 - Legal Requirements Checklist: Comprehensive list of legal requirements and compliance steps
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Financial Services
Technology
Retail
Real Estate
Construction
Mining
Agriculture
Telecommunications
Healthcare
Education
Transportation
Energy
Professional Services
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Tax
Human Resources
Operations
Risk Management
Corporate Governance
Internal Audit
Business Development
Investor Relations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Board Director
Company President
Managing Director
Compliance Officer
Corporate Governance Officer
Risk Management Officer
Finance Director
Tax Manager
HR Director
Operations Director
Business Development Manager
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