The Resolution of Sole Director is a fundamental corporate governance instrument used in Philippine corporations operating under a single-director structure. This document type is specifically recognized under the Revised Corporation Code of the Philippines and related SEC regulations, particularly relevant for small corporations, startups, and closely-held companies. It's utilized when the sole director needs to formally document important corporate decisions, such as opening bank accounts, authorizing transactions, appointing officers, approving contracts, or making significant business changes. The resolution must meet specific legal requirements regarding content, format, and execution to be valid under Philippine law. This document type is particularly important as it serves both as an internal record of corporate decisions and as external evidence of corporate authority when dealing with third parties.
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1. Title and Date: Full title of the resolution including company name, type of resolution, and date of execution
2. Corporate Details: Company name, registration number, registered address, and confirmation of sole directorship
3. Preliminary Statement: Statement confirming authority of sole director and compliance with corporate requirements
4. Recitals: Background information explaining why the resolution is necessary
5. Declaration of Quorum: Confirmation that the sole director constitutes valid quorum for decision-making
6. Resolutions: Clear enumeration of the specific decisions being made, each as a separate resolution point
7. Implementation Authority: Authorization for specific persons to implement the resolutions
8. Certification: Statement certifying that the resolution was duly adopted
9. Execution: Signature block for the sole director with date and place of signing
1. Notice and Waiver: Include when there are statutory notice requirements that need to be formally waived
2. Corporate Secretary Attestation: Include when the corporation has a corporate secretary who needs to attest to the resolution
3. Compliance Statement: Include when the resolution relates to regulatory compliance matters
4. Related Party Disclosure: Include when the resolution involves transactions with related parties
5. Financial Statement Reference: Include when the resolution involves financial matters requiring reference to company accounts
1. Schedule A - Supporting Documents: List of documents referenced in or relevant to the resolutions
2. Schedule B - Financial Details: Detailed financial information when resolution involves monetary decisions
3. Schedule C - Implementation Timeline: Timeline for implementing the resolutions when actions need to be taken over time
4. Appendix 1 - Corporate Documents: Copies of relevant corporate documents referenced in the resolution
5. Appendix 2 - Required Forms: Any government or regulatory forms that need to be attached to the resolution
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Real Estate
Manufacturing
Retail
Professional Services
Healthcare
Education
Construction
Transportation
Energy
Agriculture
Mining
Telecommunications
Small and Medium Enterprises
Relevant Teams
Legal
Compliance
Corporate Secretariat
Finance
Administration
Risk Management
Corporate Governance
Executive Office
Operations
Business Development
Relevant Roles
Sole Director
CEO
Corporate Secretary
Legal Counsel
Compliance Officer
Chief Financial Officer
Managing Director
Company President
Board Chairman
Corporate Governance Officer
Risk Management Officer
Administrative Officer
Company Owner
Entrepreneur
Business Development Manager
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