A Board Resolution For Waiver Of Loan is a crucial corporate document used in the Philippines when a company decides to formally forgive or waive a loan owed to it by another entity. This type of resolution is commonly used in corporate group structures for debt restructuring, improving subsidiary financial health, or strategic business purposes. The document must comply with the Corporation Code of the Philippines and relevant financial regulations, particularly when involving related party transactions. It typically details the specific loan being waived, justification for the waiver, tax implications, and necessary corporate authorizations. This resolution is particularly important as it serves as official evidence of proper corporate approval for the loan waiver and protects directors in their fiduciary duties.
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1. Title and Corporate Details: Formal title of the resolution, corporation name, and registration details
2. Date and Venue: Date, time, and place of the board meeting
3. Attendance and Quorum: List of directors present and confirmation of quorum
4. Background of the Loan: Details of the original loan agreement including date, parties, amount, and current outstanding balance
5. Rationale for Waiver: Business justification and reasons for waiving the loan
6. Resolution Statement: Formal declaration of the board's decision to waive the loan
7. Terms of Waiver: Specific details of what is being waived (principal, interest, or both) and any conditions attached
8. Authorization: Empowerment of specific officers to execute necessary documents
9. Certification: Secretary's certification of the resolution's validity
1. Regulatory Compliance Statement: Required when the loan waiver needs specific regulatory approvals or notifications
2. Related Party Transaction Disclosure: Required when the loan involves related parties or directors
3. Security Release Provisions: Required when the loan is secured and collateral needs to be released
4. Tax Considerations: Required when there are specific tax implications that need to be acknowledged
5. Conditions Precedent: Required when the waiver is subject to certain conditions being met first
1. Schedule A - Loan Agreement Details: Copy or summary of the original loan agreement being waived
2. Schedule B - Outstanding Amount Computation: Detailed calculation of the loan amount being waived, including principal and interest
3. Appendix 1 - Director Attendance Record: Detailed record of directors' attendance and voting
4. Appendix 2 - Supporting Documents: Any relevant supporting documents such as financial statements or valuation reports justifying the waiver
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate
Manufacturing
Retail
Holding Companies
Construction
Technology
Agriculture
Mining
Telecommunications
Relevant Teams
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Risk Management
Corporate Governance
Board Affairs
Accounting
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Finance Director
Treasury Manager
Board Director
Company President
Compliance Officer
Financial Controller
Corporate Governance Officer
Risk Management Officer
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