A Board Resolution For Subscription of Shares is a fundamental corporate document required under Philippine law when a corporation issues new shares to subscribers. This document is essential for complying with the Revised Corporation Code of the Philippines and demonstrates proper corporate governance in share issuance transactions. It is typically used when a corporation wants to increase its capital, bring in new investors, or issue additional shares to existing shareholders. The resolution must include specific details about the share subscription, such as the number and class of shares, consideration amount, payment terms, and subscriber information. It serves as evidence of proper board approval and is often required for submission to the Securities and Exchange Commission, especially for significant share issuances or when dealing with foreign investors.
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1. Title and Corporate Details: Formal title of the resolution, corporation name, address, and date of the meeting
2. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
3. Preamble: Background information establishing the board's authority and reason for the resolution
4. Share Subscription Details: Specific details of the shares being subscribed to, including number, class, and par value
5. Subscriber Information: Identity of the subscriber(s) and number of shares being subscribed
6. Consideration: Details of the payment terms and consideration for the shares
7. Board Approval: Formal statement of the board's approval of the share subscription
8. Authorization: Designation of authorized signatories to execute necessary documents
9. Certification: Secretary's certification of the resolution's authenticity
1. Foreign Investment Compliance: Required when the subscriber is a foreign investor, addressing nationality restrictions and foreign ownership requirements
2. Regulatory Approvals: Included when the share subscription requires specific regulatory approvals
3. Pre-emptive Rights Waiver: Required when existing shareholders' pre-emptive rights need to be addressed
4. Special Conditions: Any special conditions or requirements specific to the share subscription
5. Tax Considerations: Specific tax-related provisions or requirements for the share subscription
1. Details of Share Subscription: Detailed breakdown of shares being subscribed, including class, number, and consideration
2. Subscriber Information Sheet: Comprehensive information about the subscriber(s) including contact details and tax identification
3. Payment Terms Schedule: Detailed payment terms and schedule if payment is to be made in installments
4. Required Regulatory Forms: Any necessary SEC forms or regulatory submissions related to the share subscription
5. Secretary's Certificate: Certificate confirming the authenticity of the board resolution and its approval
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Technology
Manufacturing
Retail
Energy
Telecommunications
Healthcare
Education
Construction
Mining
Agriculture
Transportation
Professional Services
Relevant Teams
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Risk Management
Investment
Business Development
Corporate Planning
Board Services
Relevant Roles
Chief Executive Officer
Corporate Secretary
Chief Financial Officer
Legal Counsel
Compliance Officer
Board Director
Corporate Governance Officer
Managing Director
Investment Officer
Business Development Manager
Corporate Planning Manager
Risk Management Officer
Finance Manager
Company Director
Board Chairman
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