Company Minutes are essential corporate documents required under Philippine corporate law, particularly the Revised Corporation Code of the Philippines. These documents serve as the official record of corporate meetings, whether they are regular board meetings, annual stockholder meetings, or special meetings. Company Minutes must be maintained by all corporations registered in the Philippines and should detail key meeting elements including attendance, quorum, discussions, and resolutions. The document plays a crucial role in corporate governance, serving as legal evidence of company decisions and compliance with regulatory requirements. It's particularly important for demonstrating compliance during SEC audits, legal proceedings, or when historical corporate decisions need to be referenced.
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1. Meeting Details: Date, time, venue/platform (for virtual meetings), and type of meeting (regular/special)
2. Attendance and Quorum: List of present and absent directors/stockholders, confirmation of quorum, and presence of key officers
3. Call to Order: Declaration of meeting commencement by the chairperson
4. Approval of Previous Minutes: Review and approval of minutes from the previous meeting
5. Agenda: List of items to be discussed during the meeting
6. Reports and Updates: Presentation of management reports, financial statements, or other regular updates
7. Resolutions: Documentation of all formal resolutions passed during the meeting
8. Other Matters: Discussion of any additional items raised during the meeting
9. Adjournment: Time of meeting conclusion and signature block for the Corporate Secretary and Chairman
1. Election of Officers: Used when the meeting includes election of new officers or board members
2. Special Resolutions: For meetings involving major corporate actions like amendments to articles, mergers, or dissolutions
3. Committee Reports: When specific committee updates or recommendations are presented
4. Voting Results: Detailed breakdown of votes for contentious resolutions or elections
5. Dissenting Opinions: Documentation of any formal objections or dissenting votes
6. Executive Session: Notes on closed-door sessions excluding non-board members
1. Attendance Sheet: Detailed list of attendees with signatures or electronic confirmation of attendance
2. Financial Reports: Copies of financial statements or reports presented during the meeting
3. Supporting Documents: Any presentations, proposals, or documents discussed during the meeting
4. Proxy Forms: Copies of proxy authorizations for represented stockholders
5. Voting Tally Sheets: Detailed voting records for resolutions or elections
6. Notice of Meeting: Copy of the meeting notice and proof of service to all required parties
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