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Generic Corporate Resolution for Philippines

Generic Corporate Resolution Template for Philippines

A Generic Corporate Resolution is a formal document used in the Philippines to record and implement decisions made by a corporation's governing body. This document, governed by the Revised Corporation Code of the Philippines, serves as an official record of corporate decisions and authorizations. It must comply with Philippine corporate law requirements and typically includes details of the meeting, attendees, specific resolutions adopted, and necessary authorizations. The document can be used for various corporate actions, from routine operational matters to significant business decisions, and requires proper execution by authorized corporate officers.

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What is a Generic Corporate Resolution?

A Generic Corporate Resolution is a fundamental corporate document used in the Philippines to formalize decisions made by a corporation's governing body. It is required whenever a corporation needs to document important decisions, grant authorizations, or comply with regulatory requirements. The document must conform to the Revised Corporation Code of the Philippines and related Securities and Exchange Commission regulations. Common uses include authorizing bank transactions, appointing corporate officers, approving major contracts, establishing new business locations, or making significant corporate changes. The resolution typically requires approval during a properly convened board or stockholders' meeting and must be certified by the Corporate Secretary. This document is crucial for maintaining corporate records and serving as evidence of corporate authority for third parties dealing with the corporation.

What sections should be included in a Generic Corporate Resolution?

1. Title and Date: Official title of the resolution and date of the meeting

2. Corporate Details: Full legal name of the corporation, registration number, and registered address

3. Meeting Details: Type of meeting (regular/special board meeting or stockholders' meeting), venue, and time

4. Attendance and Quorum: List of directors/stockholders present and confirmation of quorum

5. Preamble: Introduction stating the purpose and background of the resolution

6. Recitals: WHEREAS clauses explaining the context and reasons for the resolution

7. Resolution Statement: The formal RESOLVED clause(s) containing the actual decision(s) being made

8. Authorization: Specific powers granted and persons authorized to act on the resolution

9. Certification: Statement certifying the resolution's approval and adoption

10. Signatures: Signatures of the authorized officers (typically Corporate Secretary and Chairman/President)

What sections are optional to include in a Generic Corporate Resolution?

1. Banking Resolutions: Additional clauses for bank account operations, signatories, and banking powers

2. Property Transactions: Specific clauses for real estate or property-related decisions

3. Corporate Restructuring: Clauses related to mergers, acquisitions, or organizational changes

4. Share Issuance/Transfer: Provisions for share-related transactions

5. Delegation of Powers: Additional specifications for delegation of authority

6. Ratification: Clauses ratifying previous actions or decisions

7. Effective Date: Specific clause stating when the resolution takes effect if different from the meeting date

What schedules should be included in a Generic Corporate Resolution?

1. Secretary's Certificate: Certification by the Corporate Secretary authenticating the resolution

2. Meeting Minutes Extract: Relevant extract from the minutes of the meeting where the resolution was adopted

3. List of Attendees: Detailed list of attendees with their positions and shareholdings if relevant

4. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, agreements, reports)

5. Specimen Signatures: When resolution involves authorized signatories, their specimen signatures

6. Power of Attorney: If resolution involves delegation of powers, the related power of attorney document

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions








































Clauses






























Relevant Industries

Banking and Finance

Real Estate

Manufacturing

Retail

Technology

Healthcare

Education

Construction

Agriculture

Transportation

Energy

Telecommunications

Professional Services

Mining

Export/Import

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Governance

Risk Management

Executive Office

Treasury

Administrative

Corporate Affairs

Relevant Roles

Chief Executive Officer

Corporate Secretary

Board Director

Chief Financial Officer

Chief Legal Officer

Compliance Officer

Corporate Governance Officer

President

Vice President

Treasury Manager

Legal Counsel

Risk Manager

Company Director

Managing Director

Executive Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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