A Board Resolution For Issue of Shares is a crucial corporate document required under Philippine law whenever a corporation decides to issue new shares of its capital stock. This document is essential for implementing capital raising activities, employee stock ownership plans, or strategic investments. It must comply with the Revised Corporation Code of the Philippines, SEC regulations, and the corporation's charter documents. The resolution typically includes details about the share issuance terms, subscriber information, payment arrangements, and necessary regulatory compliance statements. It serves as the primary authorization document for the actual issuance of shares and is required for subsequent regulatory filings and corporate records.
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1. Title and Corporate Details: Formal title of the resolution, corporation name, date, and place of meeting
2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
3. Preamble: Background information including authorized capital stock and previous share issuance status
4. Authority Citation: Reference to relevant provisions of Articles of Incorporation, By-laws, and applicable laws
5. Resolution on Share Issuance: Specific details of the share issuance including number, class, and price of shares
6. Payment Terms: Terms and conditions for payment of the shares being issued
7. Subscriber Details: Information about the subscribers and their respective share subscriptions
8. Compliance Statement: Declaration of compliance with relevant laws and regulations
9. Authorization: Empowerment of corporate officers to execute necessary documents and make required filings
10. Certification: Secretary's certification of the resolution's authenticity and approval
1. Foreign Ownership Compliance: Required when shares are being issued to foreign investors, addressing nationality restrictions
2. Pre-emptive Rights Waiver: Needed when existing shareholders' pre-emptive rights are being waived
3. Preferred Shares Terms: Required when issuing preferred shares, detailing specific rights and privileges
4. Consideration Other Than Cash: Required when shares are being issued for consideration other than cash
5. Anti-dilution Provisions: Optional protection for existing shareholders in case of future share issuances
6. SEC Approval Conditions: Required for specific types of share issuances requiring SEC approval
1. Schedule A - Share Issuance Details: Detailed breakdown of shares being issued, including class, number, and price
2. Schedule B - Subscriber Information: Complete details of subscribers including name, nationality, and contact information
3. Schedule C - Payment Details: Specific payment terms and schedule for the share subscription
4. Appendix 1 - Supporting Documents: List of required supporting documents such as proof of payment or SEC clearances
5. Appendix 2 - Compliance Certificates: Relevant certificates and clearances required for the share issuance
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Telecommunications
Mining
Agriculture
Transportation
Construction
Professional Services
Education
Relevant Teams
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Investor Relations
Risk Management
Executive Office
Treasury
Corporate Planning
Relevant Roles
Chief Executive Officer
Corporate Secretary
Chief Financial Officer
Legal Counsel
Compliance Officer
Board Director
Corporate Governance Officer
Finance Director
Company President
Vice President for Legal Affairs
Investor Relations Manager
Stock Transfer Agent
Corporate Planning Officer
Risk Management Officer
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