A Board Resolution For Sale of Company is a crucial corporate document required under Philippine law when a company is being sold or transferred to new ownership. This resolution is mandatory under the Revised Corporation Code of the Philippines and must be properly documented to ensure legal compliance and corporate governance requirements are met. The document is typically prepared following preliminary negotiations and due diligence, but before the execution of final sale documents. It should contain specific details about the proposed sale, including the approved terms, conditions, and designated authorized signatories. The resolution must demonstrate that the board has acted in accordance with its fiduciary duties and in the best interests of the company and its stakeholders. This document is particularly important as it provides the legal basis for the company's officers to proceed with the sale transaction and is often required by various stakeholders, including regulatory bodies, banks, and the buyer's legal team.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
3. Preamble: Introduction stating the company's details and the purpose of the resolution
4. Background: Context of the proposed sale, including relevant company history and rationale for the sale
5. WHEREAS Clauses: Series of recitals explaining the circumstances and reasons for the sale
6. Main Resolution: The core resolution approving the sale of the company, including key terms and conditions
7. Authority Grant: Specific authorization for designated officers to execute documents and take necessary actions
8. Terms of Sale: Key terms and conditions of the sale that the board is approving
9. Certification: Secretary's certification of the resolution's authenticity and its approval by the board
1. Special Conditions: Include when there are specific conditions or contingencies that need board approval
2. Regulatory Compliance: Include when specific regulatory requirements need to be addressed, such as SEC or competition authority approvals
3. Dissenting Opinions: Include when there are board members who voted against the resolution and wished their dissent recorded
4. Related Party Disclosures: Include when the sale involves related parties requiring specific disclosures
5. Post-Closing Obligations: Include when there are specific post-sale obligations that require board approval
1. Schedule A - Sale Terms Summary: Detailed summary of the key terms and conditions of the sale
2. Schedule B - Asset/Share List: Comprehensive list of assets or shares being sold
3. Schedule C - Authorized Signatories: List of officers authorized to execute sale documents with their specific powers
4. Appendix 1 - Board Meeting Minutes: Copy of the relevant portions of the board meeting minutes
5. Appendix 2 - Valuation Report Summary: Summary of any valuation reports relied upon for the sale
6. Appendix 3 - Legal Requirements Checklist: Checklist confirming compliance with legal and regulatory requirements
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Real Estate
Financial Services
Retail
Healthcare
Energy
Telecommunications
Transportation
Professional Services
Consumer Goods
Agriculture
Mining
Construction
Education
Relevant Teams
Legal
Corporate Secretarial
Board of Directors
Executive Management
Compliance
Finance
Corporate Governance
Risk Management
Mergers and Acquisitions
Corporate Affairs
Relevant Roles
Chief Executive Officer
Corporate Secretary
Board Director
Chief Legal Officer
Chief Financial Officer
Managing Director
Company President
Vice President of Legal Affairs
Corporate Governance Officer
Compliance Officer
General Counsel
Board Chairman
Executive Director
Chief Operating Officer
Corporate Legal Manager
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