A Board Resolution For Company Becoming Partner In LLP is a crucial corporate document required under Philippine law when a company intends to enter into a Limited Liability Partnership. This document is necessary to demonstrate proper corporate authorization and compliance with the Revised Corporation Code of the Philippines and the Civil Code's partnership provisions. The resolution should be used whenever a company plans to join an LLP as a partner, whether as a founding partner or joining an existing LLP. It typically includes specific details about the partnership arrangement, capital contribution amounts, authorized signatories, and any conditions precedent to joining the partnership. The document serves as evidence of board approval for regulatory bodies, other partners, and corporate records, and must be properly executed in accordance with Philippine corporate governance requirements.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name and registration details of the company passing the resolution
3. Attendance and Quorum: List of directors present and confirmation of meeting quorum requirements
4. Recitals: Background information explaining the context and purpose of becoming an LLP partner
5. LLP Information: Details of the target LLP including its name, registration number, and business purpose
6. Resolution Statement: Formal declaration of the board's decision to enter into the LLP partnership
7. Partnership Terms: Key terms of entering the partnership including capital contribution and ownership percentage
8. Authorization: Specific powers granted to designated officers to execute partnership documents
9. Certification: Secretary's certification of the resolution's authenticity and its passing
1. Special Conditions: Include when there are specific conditions or contingencies that must be met before partnership completion
2. Foreign Investment Provisions: Required when the LLP involves foreign ownership or cross-border considerations
3. Regulatory Compliance: Include when specific regulatory approvals or compliance requirements need to be addressed
4. Risk Disclosure: Add when there are significant risks that the board has considered and accepted
5. Exit Provisions: Include when specific exit terms or conditions need to be pre-approved by the board
1. Schedule A - LLP Agreement: Draft or final version of the LLP agreement to be entered into
2. Schedule B - Capital Contribution Details: Detailed breakdown of the company's capital contribution to the LLP
3. Schedule C - Due Diligence Report: Summary of due diligence conducted on the LLP and existing partners
4. Schedule D - Financial Projections: Financial forecasts and business plan of the LLP
5. Appendix 1 - Board Meeting Minutes: Full minutes of the board meeting where the resolution was passed
6. Appendix 2 - Corporate Authority Documents: Relevant corporate documents demonstrating authority to enter into partnership
Relevant legal definitions
Clauses
Relevant Industries
Legal Services
Professional Services
Manufacturing
Technology
Real Estate
Construction
Financial Services
Healthcare
Retail
Energy
Agriculture
Transportation
Consulting
Relevant Teams
Legal
Corporate Secretariat
Board of Directors
Executive Management
Compliance
Corporate Governance
Finance
Risk Management
Business Development
Relevant Roles
Chief Executive Officer
Managing Director
Corporate Secretary
Legal Counsel
Chief Legal Officer
Board Director
Chief Financial Officer
Corporate Governance Officer
Compliance Officer
Partnership Manager
Business Development Director
Risk Management Officer
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