The Board Resolution For Closure Of Company is a crucial corporate document required under Philippine law when a company decides to cease operations and undergo voluntary dissolution. This document is mandatory under the Revised Corporation Code of the Philippines and must be filed with the Securities and Exchange Commission (SEC) as part of the company dissolution process. It serves multiple purposes: formally recording the board's decision to close the company, authorizing specific individuals to handle the closure process, and outlining the framework for addressing assets, liabilities, and other closure-related matters. The resolution must be passed in a properly convened board meeting with a quorum present and typically requires subsequent shareholder approval. It forms the foundation for all subsequent closure activities and is essential for obtaining clearances from various government agencies including the SEC, BIR, and DOLE.
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1. Title and Corporate Details: Formal title of the resolution, complete corporate name, registration number, and registered address
2. Date and Venue: Date, time, and location of the board meeting where the resolution was passed
3. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
4. Preamble: Statement introducing the purpose of the meeting and the resolution
5. Recitals: Background information and reasons for the company closure
6. Resolution Statement: Formal declaration of the board's decision to close the company
7. Dissolution Process: Overview of the steps to be taken for company closure
8. Appointment of Authorized Representatives: Designation of individuals authorized to handle closure procedures
9. Filing Instructions: Directions for filing the resolution with relevant authorities (SEC, BIR, etc.)
10. Certification: Authentication of the resolution by the Corporate Secretary and Board Chairman
1. Special Asset Disposal: Include when the company has significant assets requiring specific disposal instructions
2. Employee Matters: Include when there are specific instructions regarding employee termination and benefits
3. Outstanding Liabilities: Include when there are specific provisions for handling existing debts and obligations
4. Subsidiary Companies: Include when the company has subsidiary companies that need to be addressed
5. Intellectual Property: Include when there are IP assets requiring special handling or transfer
6. Legal Proceedings: Include when there are ongoing legal matters that need to be addressed
1. Schedule A - List of Assets: Detailed inventory of company assets and their proposed disposition
2. Schedule B - Outstanding Liabilities: Comprehensive list of all company debts and obligations
3. Schedule C - Employee Register: List of current employees and their separation arrangements
4. Schedule D - Required Government Filings: Checklist of all necessary government submissions for closure
5. Appendix 1 - Closure Timeline: Detailed timeline for implementing the closure process
6. Appendix 2 - Authorization Matrix: Matrix showing authorized signatories for various closure-related actions
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Financial Services
Professional Services
Construction
Healthcare
Education
Hospitality
Transportation
Real Estate
Mining
Agriculture
Energy
Telecommunications
Relevant Teams
Legal
Finance
Human Resources
Compliance
Corporate Secretariat
Administrative
Tax
Risk Management
Corporate Communications
Operations
Relevant Roles
Chief Executive Officer
Managing Director
Board Chairman
Corporate Secretary
Chief Financial Officer
Legal Counsel
Compliance Officer
Human Resources Director
Finance Manager
Administrative Manager
Board Member
Company Director
Corporate Governance Officer
Risk Management Officer
Tax Manager
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