A Board Resolution For Digital Signature is a crucial corporate document required when a Philippine company decides to implement digital signatures for its business operations. This resolution becomes necessary as organizations transition to digital processes and need formal authorization for electronic document execution. It must comply with the Electronic Commerce Act of 2000 (RA 8792), SEC regulations, and the Revised Corporation Code of the Philippines. The resolution typically addresses key aspects such as the types of documents approved for digital signing, authorized signatories, security measures, and implementation procedures. Companies should prepare this resolution before implementing any digital signature system to ensure legal compliance and proper corporate governance.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Corporate Details: Full legal name of the corporation, registration number, and registered address
3. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
4. Preamble: Introduction stating the purpose of the resolution and relevant legal framework
5. Background: Context for the adoption of digital signatures, including business needs and legal basis
6. Definitions: Key terms related to digital signatures, electronic documents, and corporate authorization
7. Resolution Statement: Formal declaration of the board's decision to adopt digital signatures
8. Scope of Authorization: Specific types of documents and transactions approved for digital signature use
9. Authorized Signatories: List of officers and personnel authorized to use digital signatures
10. Implementation Authority: Designation of officers responsible for implementing the digital signature system
11. Certification: Secretary's certification of the resolution's approval and authenticity
1. Technology Specifications: Details of the specific digital signature technology or platform to be used, included when the board wants to specify or restrict to particular solutions
2. Security Protocols: Specific security measures and procedures for digital signature use, included when additional security governance is required
3. External Party Authorization: Authorization for accepting digital signatures from external parties, included when dealing with external stakeholders
4. Regulatory Compliance: Specific provisions ensuring compliance with industry-specific regulations, included for regulated industries
5. Revocation Procedures: Procedures for revoking digital signature authorizations, included when specific termination processes are needed
6. International Usage: Provisions for cross-border recognition of digital signatures, included when international operations are involved
1. Schedule A - Authorized Personnel: Detailed list of authorized personnel with their roles and digital signature authority levels
2. Schedule B - Approved Document Types: Comprehensive list of document types approved for digital signature use
3. Schedule C - Technical Requirements: Technical specifications and requirements for the digital signature system
4. Appendix 1 - Signature Specimens: Sample digital signatures of authorized signatories for verification purposes
5. Appendix 2 - Process Flow: Step-by-step process flow for digital signature implementation and use
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Insurance
Technology
Manufacturing
Real Estate
Healthcare
Education
Retail
Professional Services
Telecommunications
Energy
Transportation and Logistics
Government Services
Non-Profit Organizations
Relevant Teams
Legal
Information Technology
Compliance
Risk Management
Corporate Secretariat
Operations
Administrative Services
Information Security
Corporate Governance
Digital Transformation
Relevant Roles
Board Director
Corporate Secretary
Chief Executive Officer
Chief Technology Officer
Chief Information Officer
Chief Legal Officer
Compliance Officer
Information Security Officer
Risk Management Officer
IT Manager
Legal Counsel
Operations Manager
Administrative Officer
Document Control Officer
Corporate Governance Officer
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