A Board Resolution For Settlement of Loan is a crucial corporate document used in the Philippines when a company decides to settle or restructure its loan obligations with a lending institution. This document, governed by the Revised Corporation Code of the Philippines and relevant banking regulations, formally records the board's decision and provides the necessary corporate authorization for the settlement. It typically becomes necessary when a company has negotiated new terms with its lender, wants to settle a loan earlier than scheduled, or needs to document a loan restructuring. The resolution must include specific details about the original loan, settlement terms, and authorized signatories, while ensuring compliance with both corporate governance requirements and banking regulations. This document is particularly important as it protects both the corporation and its officers by clearly documenting the board's approval of the settlement terms.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of board members present and confirmation of quorum requirements
3. Recitals: Background information including loan details, original terms, and reason for settlement
4. Authority Citation: Reference to relevant provisions of company's articles/bylaws authorizing the board to make this decision
5. Loan Details: Specific details of the original loan including date, amount, parties, and current outstanding balance
6. Settlement Terms: Detailed terms of the settlement including payment amount, method, and timeline
7. Authorization: Specific authorization for designated officers to execute settlement documents
8. Certification: Secretary's certification of the resolution's adoption and accuracy
1. Multiple Lender Provisions: Additional provisions when settlement involves multiple lenders or creditors
2. Collateral Release: Provisions for release of any security or collateral related to the loan
3. Tax Considerations: Specific provisions addressing tax implications of the settlement
4. Regulatory Compliance: Additional provisions for compliance with specific regulatory requirements, if company is regulated
5. Conditional Approval: Conditions that must be met before settlement becomes effective
6. Future Relations: Provisions regarding future business relations with the lender
1. Schedule A - Loan Documentation: Copies or details of original loan agreement and amendments
2. Schedule B - Settlement Calculation: Detailed breakdown of settlement amount including principal, interest, and any adjustments
3. Schedule C - Payment Schedule: If settlement involves installment payments, detailed payment schedule
4. Schedule D - Supporting Documents: List of additional documents required for settlement execution
5. Appendix 1 - Board Member Information: List of board members with their positions and signatures
6. Appendix 2 - Corporate Secretary Certificate: Detailed certificate from Corporate Secretary confirming resolution validity
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Corporate
Real Estate
Manufacturing
Retail
Technology
Infrastructure
Agriculture
Transportation
Energy
Healthcare
Education
Construction
Telecommunications
Relevant Teams
Legal
Finance
Corporate Secretariat
Treasury
Compliance
Risk Management
Corporate Governance
Accounting
Executive Office
Credit Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Board Director
Legal Counsel
Finance Manager
Treasury Manager
Compliance Officer
Risk Manager
Corporate Governance Officer
Financial Controller
Accounts Manager
Board Chairman
Managing Director
Credit Manager
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