The Corporate Borrowing Resolution is a fundamental document required by Philippine corporations seeking to establish or maintain borrowing relationships with financial institutions. This document, governed by the Revised Corporation Code of the Philippines and regulated by the Securities and Exchange Commission, formally grants authority to designated individuals to engage in borrowing activities on behalf of the corporation. The resolution typically specifies borrowing limits, authorized signatories, permitted types of financial transactions, and other key parameters. Banks and financial institutions in the Philippines require this resolution as part of their due diligence process before extending credit facilities. The Corporate Borrowing Resolution must be properly adopted at a valid board meeting and certified by the Corporate Secretary to be legally effective.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Corporate Information: Full legal name of the corporation, registration details, and principal office address
3. Meeting Details: Confirmation of proper notice, quorum present, and meeting validity
4. Recitals: Background information explaining the purpose and need for the borrowing authority
5. Resolution Statement: The formal 'RESOLVED' statement indicating board approval
6. Borrowing Authority: Specific authority granted regarding maximum borrowing amount, types of loans, and general terms
7. Authorized Persons: Names and positions of individuals authorized to execute loan documents
8. Authorized Actions: Specific actions the authorized persons may take, including executing documents, negotiating terms, and providing security
9. Bank Relations: Authorization to deal with specific banks or financial institutions
10. Certification: Secretary's certification of the resolution's validity and adoption
1. Specific Loan Details: Used when the resolution is for a specific loan rather than general borrowing authority, including specific loan amount, term, and purpose
2. Security Authorization: Required when the corporation may need to pledge assets or provide security for the loans
3. Foreign Currency Authority: Needed when the corporation may borrow in foreign currencies
4. Digital Banking Authorization: Optional section for authorizing online banking and digital transaction capabilities
5. Supersession Clause: Used when this resolution supersedes previous borrowing resolutions
6. Specimen Signatures: Sometimes required by banks, including actual signatures of authorized persons
1. Schedule A - Authorized Signatories: Detailed list of authorized persons with their positions, signing limits, and signing requirements (single/joint)
2. Schedule B - Specimen Signatures: If required, actual signatures of all authorized signatories
3. Schedule C - Specific Banks: List of specific banks or financial institutions with which the corporation is authorized to transact
4. Appendix 1 - Secretary's Certificate: Separate certificate confirming the authenticity of the resolution and current board composition
5. Appendix 2 - Corporate Documents: Copies of relevant corporate documents such as Articles of Incorporation, SEC registration, and latest GIS
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Corporate Services
Legal Services
Manufacturing
Real Estate
Retail
Technology
Healthcare
Construction
Agriculture
Transportation
Energy
Telecommunications
Education
Hospitality
Relevant Teams
Legal
Finance
Treasury
Compliance
Corporate Secretariat
Risk Management
Corporate Governance
Executive Office
Credit Administration
Banking Relations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Board Director
Managing Director
Finance Director
Treasury Manager
Legal Counsel
Compliance Officer
Corporate Governance Officer
Banking Relationship Manager
Credit Officer
Finance Manager
Company President
Executive Director
Board Chairman
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