The Board Resolution For Starting New Business is a critical corporate document required when a Philippine corporation intends to establish a new business venture or expand into new business activities. This resolution is mandated under the Revised Corporation Code of the Philippines and must be properly documented to demonstrate corporate authority and compliance with legal requirements. The document typically follows after strategic planning and feasibility studies, serving as the formal authorization that enables management to proceed with business registration, permit applications, and operational setup. It includes specific details about the new business venture, capital requirements, authorized representatives, and compliance with regulatory requirements. This resolution is particularly important as it provides protection to stakeholders by ensuring proper corporate governance and creates a clear audit trail of the decision-making process.
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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 being met
3. Preamble: Introduction stating the corporation's name and that the resolution was passed at a duly convened meeting
4. Recitals (WHEREAS Clauses): Background information explaining the purpose and necessity of starting the new business
5. Business Description: Detailed description of the new business venture, including its nature, scope, and objectives
6. Corporate Authority: Specific resolution granting authority to start the new business
7. Capital Investment: Details of initial capital investment and funding sources for the new business
8. Authorized Signatories: Designation of individuals authorized to sign documents and conduct transactions
9. Certification: Secretary's certification that the resolution was duly adopted
1. Regulatory Compliance: Additional clauses regarding specific regulatory requirements, used when the business requires special permits or licenses
2. Property Acquisition: Section authorizing purchase or lease of property, included when the new business requires physical premises
3. Subsidiary Formation: Details about creating a new subsidiary, used when the new business will be operated through a separate legal entity
4. Foreign Investment: Special provisions related to foreign investment, included when the business involves international partners or funding
5. Intellectual Property: Provisions regarding trademarks, patents, or other IP rights, used when the business involves significant IP assets
1. Schedule A - Business Plan: Detailed business plan including market analysis, financial projections, and operational strategy
2. Schedule B - Initial Capital Structure: Breakdown of initial capitalization, including sources of funding and allocation
3. Schedule C - Key Personnel: List of key management personnel and their roles in the new business
4. Schedule D - Required Permits: List of necessary permits, licenses, and registrations for the new business
5. Appendix 1 - Corporate Documents: Copies of relevant corporate documents supporting the resolution
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Financial Services
Real Estate
Healthcare
Education
Agriculture
Transportation
Construction
Professional Services
Hospitality
Energy
Telecommunications
E-commerce
Relevant Teams
Legal
Corporate Secretariat
Executive Office
Finance
Compliance
Corporate Governance
Business Development
Risk Management
Corporate Planning
Operations
Relevant Roles
Chief Executive Officer
Corporate Secretary
Board Director
Chief Financial Officer
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Business Development Manager
Risk Management Officer
Corporate Planning Director
Managing Director
Executive Director
Company President
Vice President for Operations
General Counsel
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