The Board Resolution For Call on Shares is a crucial corporate instrument used in Philippine corporations when the company needs to call up unpaid capital from shareholders who have not fully paid for their subscribed shares. This document is prepared in accordance with the Revised Corporation Code of the Philippines and typically follows a board meeting where directors decide to make such a call. The resolution must detail the specific amount being called per share, payment deadlines, and methods of payment. It's commonly used when companies need additional capital for expansion, operations, or to meet regulatory requirements. The document must comply with both the corporation's by-laws and Philippine corporate law requirements, including proper authorization and certification by the corporate secretary.
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1. Title and Corporate Details: Full legal name of corporation, date, time, and location of board meeting
2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
3. Preamble: Reference to relevant articles of incorporation, by-laws, and board's authority to make calls
4. Background: Context of the call, including reference to partially paid shares and necessity for the call
5. Resolution Details: Specific details of the call including amount per share, total amount, and due date
6. Payment Instructions: Methods and details for payment of the call amount
7. Notice Requirements: Direction to send notices to shareholders regarding the call
8. Authorization: Empowerment of specific officers to implement the resolution
9. Certification: Secretary's certification of the resolution's validity and adoption
1. Special Payment Terms: Include when offering installment payments or special payment arrangements
2. Multiple Share Classes: Include when the call affects different classes of shares differently
3. Default Provisions: Include when specifying consequences of non-payment
4. Prior Calls Reference: Include when this is not the first call on these shares
5. Regulatory Compliance: Include when specific SEC or other regulatory requirements need to be addressed
1. Schedule A - Share Details: List of affected shares, shareholders, and amounts currently paid up
2. Schedule B - Payment Schedule: If installment payments are allowed, detailed payment timeline
3. Schedule C - Form of Notice: Template of the notice to be sent to shareholders
4. Appendix 1 - Share Register Extract: Current extract from share register showing relevant shareholdings
5. Appendix 2 - Financial Statement: If relevant, financial statement showing necessity of the call
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Financial Services
Manufacturing
Real Estate
Technology
Retail
Energy
Mining
Telecommunications
Construction
Agriculture
Healthcare
Transportation
Professional Services
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Corporate Governance
Investor Relations
Treasury
Board Administration
Executive Office
Relevant Roles
Board Director
Corporate Secretary
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Compliance Officer
Corporate Treasurer
Company President
Managing Director
Financial Controller
Legal Manager
Corporate Governance Officer
Investor Relations Manager
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