A Board Resolution For Purchase of Fixed Assets is a crucial corporate document required under Philippine law when a company intends to acquire significant physical assets. This document is mandatory under the Revised Corporation Code of the Philippines when the purchase of fixed assets exceeds certain thresholds or is material to the company's operations. It demonstrates proper corporate governance, documents the board's decision-making process, and provides protection for stakeholders. The resolution typically contains specific details about the assets, financial terms, authorization limits, and designated signatories. It serves multiple purposes including satisfying regulatory requirements, facilitating bank financing, and maintaining corporate records. This document is particularly important for audit trails and compliance with Philippine Securities and Exchange Commission regulations.
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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 and registered office address
3. Attendance and Quorum: List of present board members and confirmation of quorum requirements
4. Recitals: Background information explaining the need for asset purchase and business justification
5. Resolution Details: Specific details of the fixed assets to be purchased, including nature, quantity, and purpose
6. Financial Terms: Purchase price, payment terms, and source of funds
7. Authority Grant: Authorization to specific officers to execute the purchase and related documents
8. Certification: Secretary's certification of the resolution's authenticity and board approval
1. Financing Arrangements: Include when the purchase requires loan arrangements or specific financing terms
2. Technical Specifications: Required for complex equipment or machinery purchases requiring detailed specifications
3. Risk Assessment: Include when the purchase involves significant risks or regulatory compliance requirements
4. Property Details: Required when purchasing real estate or land-based assets
5. Environmental Compliance: Include when the asset purchase requires environmental permits or assessments
6. Foreign Exchange Provisions: Required when the purchase involves foreign currency transactions
1. Asset Specification Schedule: Detailed technical specifications and descriptions of the assets to be purchased
2. Vendor Details: Information about the seller including legal name, registration details, and contact information
3. Price Schedule: Itemized breakdown of costs, including base price, taxes, and additional charges
4. Due Diligence Reports: Technical, financial, or legal due diligence reports related to the asset purchase
5. Valuation Reports: Independent valuation reports if required for significant purchases
6. Supporting Documents: Copies of relevant permits, licenses, or certificates required for the asset purchase
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate
Technology
Healthcare
Education
Retail
Construction
Agriculture
Mining
Transportation
Hospitality
Financial Services
Telecommunications
Energy and Utilities
Industrial Processing
Relevant Teams
Legal
Finance
Procurement
Compliance
Operations
Treasury
Risk Management
Internal Audit
Facilities Management
Corporate Secretariat
Asset Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Board Director
Finance Director
Compliance Officer
Legal Counsel
Asset Manager
Procurement Manager
Facilities Manager
Operations Director
Treasury Manager
Financial Controller
Risk Manager
Internal Auditor
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