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Board Resolution For Loan From Shareholder for Philippines

Board Resolution For Loan From Shareholder Template for Philippines

A formal corporate document drafted under Philippine law that evidences the board of directors' approval for the company to obtain a loan from one of its shareholders. The resolution complies with the Revised Corporation Code of the Philippines and includes essential elements such as the loan terms, authorized signatories, and necessary corporate authorizations. It serves as official documentation of the board's decision and provides the company with the authority to execute the related loan agreement, while ensuring proper corporate governance and compliance with Filipino regulatory requirements for related party transactions.

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Board Resolution For Loan From Shareholder

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What is a Board Resolution For Loan From Shareholder?

A Board Resolution For Loan From Shareholder is a crucial corporate document used when a Philippine company seeks to formalize borrowing arrangements with its shareholders as an alternative to traditional bank financing. This document is required under the Revised Corporation Code of the Philippines to demonstrate proper corporate governance and board approval of the loan transaction. It's particularly important for companies seeking quick access to capital, especially when bank financing is either unavailable or less advantageous. The resolution must comply with Philippine corporate law requirements, including proper board meeting procedures, quorum requirements, and related party transaction regulations. It typically includes details about the loan amount, interest rate, repayment terms, and designated signatories, while also addressing any potential conflicts of interest. This type of resolution is commonly used during company expansion, working capital needs, or emergency funding situations.

What sections should be included in a Board Resolution For Loan From Shareholder?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met

3. Background: Brief context explaining the need for the shareholder loan and its intended purpose

4. Identification of Lending Shareholder: Details of the shareholder providing the loan, including their shareholding percentage

5. Loan Terms: Key terms of the proposed loan including amount, interest rate, and repayment terms

6. Corporate Authority: Express authorization for the company to enter into the loan agreement

7. Designated Signatories: Named officers authorized to execute loan documents

8. Certification: Secretary's certification of the resolution's validity

What sections are optional to include in a Board Resolution For Loan From Shareholder?

1. Collateral Authorization: Include when the loan requires the company to provide security or collateral

2. Related Party Transaction Disclosure: Required when the lending shareholder holds a significant stake or is a director

3. Tax Considerations: Include when specific tax structures or implications need to be acknowledged

4. Regulatory Compliance: Add when the loan size triggers specific regulatory requirements

5. Prior Resolutions: Include when this resolution amends or supersedes previous related resolutions

What schedules should be included in a Board Resolution For Loan From Shareholder?

1. Schedule A - Loan Terms Summary: Detailed breakdown of all loan terms and conditions

2. Schedule B - Form of Loan Agreement: Draft or final form of the loan agreement to be executed

3. Appendix 1 - Meeting Attendance Record: Detailed record of all attendees including mode of attendance (in-person/virtual)

4. Appendix 2 - Supporting Documents: Any relevant supporting documentation such as financial statements or valuations

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 Finance

Real Estate

Manufacturing

Technology

Retail

Construction

Services

Agriculture

Energy

Transportation

Healthcare

Education

Telecommunications

Mining

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Risk Management

Corporate Governance

Board Support

Executive Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Board Director

Independent Director

Legal Counsel

Financial Controller

Compliance Officer

Treasury Manager

Risk Manager

Company President

Vice President of Finance

Corporate Governance Officer

Board Chairman

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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