A Board Resolution For Raising Funds is a crucial corporate document required under Philippine law when a company seeks to obtain additional capital through various financing methods. This document is essential when companies need to authorize equity offerings, secure loans, issue bonds, or pursue other fundraising activities. It must comply with the Revised Corporation Code of the Philippines and relevant SEC regulations, particularly concerning corporate governance and securities laws. The resolution typically includes specific details about the proposed fundraising amount, intended use of funds, authorized signatories, and terms of the financing arrangement. It serves as both a legal requirement and a practical tool for implementing corporate financing strategies, providing clear documentation of board approval and protecting the interests of the company and its stakeholders.
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1. Title and Corporate Details: Formal title of the resolution, corporation name, registration details, and registered office address
2. Meeting Details: Date, time, venue of the board meeting, and confirmation of quorum
3. Attendance Record: List of present and absent board members, other attendees
4. Preamble: Background information establishing the need for fundraising and corporate authority
5. Resolution Statement: Formal 'RESOLVED' statement indicating board's approval for fundraising
6. Fundraising Details: Specific details of the approved fundraising method, amount, and purpose
7. Authority Delegation: Authorization of specific officers to execute the fundraising activities
8. Terms and Conditions: Key terms and conditions of the fundraising arrangement
9. Certification: Secretary's certification of the resolution's authenticity and approval
1. Regulatory Compliance Statement: Include when the fundraising requires specific regulatory approvals or compliance declarations
2. Foreign Investment Provisions: Required when fundraising involves foreign investors or international markets
3. Security/Collateral Details: Include when the fundraising involves secured instruments or requires collateral
4. Use of Proceeds: Detailed breakdown of how funds will be used, particularly important for public offerings or regulated fundraising
5. Risk Factors: Include when the fundraising involves public offering or requires disclosure of material risks
6. Related Party Provisions: Required when fundraising involves related party transactions
1. Schedule A - Corporate Information: Details of the corporation including registration certificates and licenses
2. Schedule B - Board Members Information: List of board members with their positions and specimen signatures
3. Schedule C - Fundraising Terms: Detailed terms and conditions of the fundraising arrangement
4. Appendix 1 - Secretary's Certificate: Certified true copy of the board resolution
5. Appendix 2 - Supporting Documents: Relevant financial statements, valuations, or other supporting documentation
6. Appendix 3 - Regulatory Approvals: Copies of required regulatory approvals or permits
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate and Property Development
Manufacturing
Technology and Communications
Retail and Consumer Goods
Healthcare and Pharmaceuticals
Energy and Utilities
Transportation and Logistics
Agriculture and Food Production
Construction and Infrastructure
Education Services
Professional Services
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Corporate Governance
Risk Management
Investor Relations
Corporate Communications
Executive Office
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Board Director
Legal Counsel
Finance Director
Compliance Officer
Treasury Manager
Investment Relations Officer
Corporate Governance Officer
Risk Management Officer
Board Chairman
Managing Director
Financial Controller
Company Secretary
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