A Board Resolution For Partnership Firm is a crucial legal document used in Philippine business operations to document and formalize decisions made by partners in a partnership firm. This document type is essential when partnerships need to make significant business decisions, authorize specific actions, or comply with regulatory requirements. It derives its legal framework from the Civil Code of the Philippines and various SEC regulations, making it a legally binding instrument. The resolution typically includes details about the meeting where the decision was made, the specific resolutions passed, partner authorizations, and any relevant conditions or limitations. It's commonly required by banks, government agencies, and other institutions as proof of partnership authorization for various transactions or changes in partnership structure. The document must be carefully drafted to ensure compliance with Philippine partnership laws while clearly articulating the partners' decisions and intentions.
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1. Title and Date: Formal title of the resolution and date of the meeting
2. Partnership Details: Full legal name of the partnership, registered address, and partnership registration number
3. Attendance and Quorum: List of partners present and confirmation of quorum requirements being met
4. Preamble: Introduction stating the context of the meeting and reference to partnership agreement provisions authorizing the resolution
5. Background: Brief explanation of the circumstances or events leading to the need for the resolution
6. Resolutions: Clear, numbered statements of the decisions made, using formal resolution language
7. Authorization: Specific powers granted and persons authorized to act on the resolution
8. Certification: Statement certifying the resolution's validity, typically signed by managing partner or secretary
9. Signatures: Space for required partner signatures and dates
1. Recitals: Additional background information when complex circumstances need to be documented
2. Dissenting Opinions: Record of any partner objections or abstentions, used when there isn't unanimous agreement
3. Time Limits: Specific duration or expiry of the authorization, included when the resolution has a temporary nature
4. Conditions Precedent: Specific conditions that must be met before the resolution takes effect
5. Regulatory Compliance Statement: Specific statements required by regulatory bodies, included when dealing with regulated matters
6. Financial Terms: Detailed financial information when the resolution involves monetary decisions or financial commitments
1. Schedule A - Supporting Documents: Copies of relevant documents referenced in the resolution
2. Schedule B - Power of Attorney: If specific individuals are granted power of attorney as part of the resolution
3. Schedule C - Financial Statements: When resolution involves financial decisions, relevant financial documentation
4. Schedule D - Partner Information: Detailed information about partners involved in specific authorizations
5. Appendix 1 - Meeting Minutes: Copy of the meeting minutes where the resolution was passed
6. Appendix 2 - Legal Opinions: Any legal opinions or professional advice obtained regarding the resolution
7. Appendix 3 - Regulatory Approvals: Copies of any required regulatory approvals or permits related to the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Legal Services
Financial Services
Real Estate
Construction
Manufacturing
Retail and Distribution
Technology and IT Services
Healthcare
Consulting
Agriculture
Import/Export
Hospitality
Education and Training
Relevant Teams
Legal
Compliance
Corporate Secretariat
Finance
Administration
Risk Management
Operations
Corporate Governance
Business Development
Regulatory Affairs
Relevant Roles
Managing Partner
Senior Partner
Partnership Secretary
Legal Counsel
Compliance Officer
Chief Financial Officer
Corporate Secretary
Business Development Manager
Operations Director
Risk Manager
Administrative Manager
Finance Manager
Company Secretary
Partnership Administrator
Regulatory Affairs Manager
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