A Corporate Resolution Document is a crucial corporate governance instrument used in the Philippines to formally document significant decisions made by a corporation's governing body. It is required whenever a company needs to authorize specific actions, delegate authority, or make important corporate decisions. The document must comply with the Revised Corporation Code of the Philippines and various SEC regulations, making it legally binding and acceptable to government agencies, banks, and other institutions. Corporate Resolution Documents are commonly used for actions such as opening bank accounts, authorizing transactions, appointing officers, issuing shares, or entering into major contracts. The document's format and content are influenced by Philippine corporate law requirements, which emphasize proper documentation, certification, and maintenance of corporate records.
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1. Title and Corporate Details: Full legal name of the corporation, registered address, and date of the resolution
2. Meeting Details: Type of meeting (regular/special board meeting or stockholders' meeting), date, time, venue/mode of meeting, and quorum certification
3. Attendance: List of directors/stockholders present, absent, and method of attendance (in person/virtual)
4. Recitals: Background information and reasons for the resolution, typically in 'WHEREAS' clauses
5. Resolution Statement: The formal 'RESOLVED' statement containing the main decision or action being approved
6. Authorization: Specific powers granted and persons authorized to act on behalf of the corporation
7. Certification: Secretary's certification of the resolution's authenticity and its approval
8. Signatures: Signatures of the Corporate Secretary and Chairman/President, with their names and positions
1. Additional Resolutions: Used when multiple related decisions need to be approved in the same document
2. Voting Results: Include when there's a need to document specific voting outcomes, especially for contentious decisions
3. Compliance Statements: References to specific laws or regulations being complied with, needed for regulated transactions
4. Revocation Clause: Used when the resolution supersedes or revokes previous resolutions
5. Effectivity Date: Include when the resolution takes effect on a date different from the approval date
6. Delegation of Authority: Detailed section on delegated powers when complex implementation is required
1. Schedule A - Supporting Documents: Relevant documents referenced in the resolution (e.g., contracts, agreements)
2. Schedule B - List of Authorized Signatories: Detailed list of authorized persons with their specimen signatures and extent of authority
3. Schedule C - Secretary's Certificate: Separate detailed certification of the resolution's authenticity and corporate seal
4. Appendix 1 - Meeting Minutes: Extract of the relevant portion of the board/stockholders' meeting minutes
5. Appendix 2 - Notice and Agenda: Copy of the meeting notice and agenda where the resolution was approved
6. Appendix 3 - Voting Records: Detailed voting records when required for major corporate actions
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate
Manufacturing
Technology and Communications
Retail and Consumer Goods
Energy and Utilities
Healthcare and Pharmaceuticals
Transportation and Logistics
Construction and Infrastructure
Professional Services
Mining and Natural Resources
Education
Agriculture and Food Production
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Services
Risk Management
Corporate Affairs
Executive Office
Finance
Administrative Services
Relevant Roles
Chief Executive Officer
Corporate Secretary
Board Director
Chief Legal Officer
Compliance Officer
Chief Financial Officer
Managing Director
Corporate Governance Officer
Risk Management Officer
Legal Counsel
Company President
Vice President
Board Chairman
Executive Director
Corporate Affairs Manager
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