A Board Resolution To Transfer Shares is a crucial corporate document required under Philippine law when shares in a corporation are being transferred between parties. This document is mandated by the Revised Corporation Code of the Philippines and is typically prepared when shareholders wish to sell, transfer, or assign their shares to other parties. The resolution demonstrates that the board has reviewed and approved the transfer, ensuring compliance with corporate governance requirements and the company's articles of incorporation and by-laws. It includes essential details such as the identities of the transferor and transferee, the number of shares being transferred, share certificate numbers, and any conditions attached to the transfer. This document is particularly important as it provides official authorization for the corporate secretary and other officers to record the transfer in the stock and transfer book and issue new share certificates.
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1. Corporate Heading: Full legal name of corporation, date, time, and location of meeting
2. Attendance and Quorum: List of directors present and confirmation of quorum
3. Preamble: Standard whereas clauses explaining the context and authority for the resolution
4. Details of Share Transfer: Specific details of the transfer including number of shares, parties involved, and share certificate numbers
5. Resolution Statement: Formal 'RESOLVED' statement approving the share transfer
6. Authorization: Authority granted to specific officers to execute necessary documents
7. Certification: Secretary's certification of the resolution's authenticity
8. Signatures: Signature block for Corporate Secretary and Chairman
1. Purchase Price: Include when the board needs to approve or acknowledge the purchase price of shares
2. Special Conditions: Any specific conditions or requirements for the transfer
3. Tax Considerations: Include when specific tax implications need to be acknowledged
4. Regulatory Compliance: Include when transfer requires specific regulatory approvals or notifications
5. Additional Authorizations: Include when additional special powers need to be granted to officers
1. Share Transfer Details: Detailed schedule of shares being transferred, including certificate numbers and share classes
2. Transferor Information: Complete details of the transferring shareholder(s)
3. Transferee Information: Complete details of the receiving shareholder(s)
4. Current Shareholding Structure: Pre-transfer shareholding pattern of the company
5. Post-Transfer Shareholding Structure: Projected shareholding pattern after the transfer
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Mining
Agriculture
Transportation
Construction
Education
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Board Services
Compliance
Finance
Corporate Governance
Risk Management
Executive Office
Investor Relations
Administrative Services
Relevant Roles
Corporate Secretary
Board Director
Chairman of the Board
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Compliance Officer
Corporate Governance Officer
Stock Transfer Agent
Company President
Vice President for Legal Affairs
Corporate Communications Director
Risk Management Officer
Board Relations Manager
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