Board Resolution Template Word Doc Philippines

BOARD RESOLUTION TEMPLATE

DOCUMENT ID: CORP-SEC-RES-[YYYY]-[####]
EFFECTIVE DATE: [Date of Meeting]
VERSION: 1.0
GOVERNING JURISDICTION: Republic of the Philippines

STATUTORY & LEGAL COMPLIANCE NOTICE

This template is drafted in accordance with the Revised Corporation Code of the Philippines (Republic Act No. 11232). This document constitutes a formal legal template and does not constitute individualized legal advice. Users are strongly advised to consult with Philippine legal counsel to ensure specific conformity with the Company’s Articles of Incorporation, By-Laws, and the specific nature of the corporate action intended.

SECRETARY’S CERTIFICATE AND BOARD RESOLUTION

KNOW ALL MEN BY THESE PRESENTS:

I, [Corporate Secretary Name], of legal age, Filipino, with office address at [Company Office Address], after having been duly sworn in accordance with law, do hereby certify that:

1. I am the duly elected and qualified Corporate Secretary of [Company Full Legal Name] (the “Corporation”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with SEC Registration No. [SEC Registration Number];

2. During the Special/Regular Meeting of the Board of Directors of the Corporation held on [Date of Meeting] at [Physical or Virtual Address/Platform], at which a quorum was present and acting throughout, the following resolution was unanimously approved and adopted:

“RESOLVED, AS IT IS HEREBY RESOLVED, that the Board of Directors of [Company Full Legal Name] hereby authorizes and approves the following corporate action:

[INSERT DETAILED DESCRIPTION OF ACTION, e.g., 'The entry into a Service Agreement with [Counterparty Name] for [Project Name] in the amount of [Amount in USD]'];

RESOLVED FURTHER, that [Name of Authorized Signatory], in his/her capacity as [Title], is hereby authorized, empowered, and directed, for and on behalf of the Corporation, to sign, execute, and deliver any and all agreements, contracts, deeds, instruments, or documents necessary or incidental to the implementation of the foregoing resolution, and to perform any and all acts as may be necessary or appropriate to give effect to the intent of the Board.”

3. The foregoing resolution has not been altered, amended, or revoked, and remains in full force and effect as of the date hereof.

4. I am executing this Certificate in compliance with the requirements of the Corporation and for whatever legal purpose it may serve.

EXECUTION & FORMAL SIGNATURE BLOCKS

FOR [COMPANY NAME]:

Signature: _____________________________________
Printed Name: [Corporate Secretary Name]
Title: Corporate Secretary
Company: [Company Legal Name]
Date: [Date]

SUBSCRIBED AND SWORN to before me this ____ day of ____________ 20___ at ____________, affiant exhibiting to me their Competent Evidence of Identity, to wit: [ID Type and Number] issued on [Date of Issuance] at [Place of Issuance].

Doc. No. ____;
Page No. ____;
Book No. _;
Series of 20.

NOTARY PUBLIC

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization (MS Word/Google Docs):

   • Replace all bracketed text [...] with specific, accurate data. Ensure the SEC Registration Number matches the corporate records.
   • For the "RESOLVED" clause, be as granular as possible. If the resolution pertains to a contract, explicitly name the counterparty, the exact consideration (USD/PHP), and the specific term of the contract.

2. Verifying Signatory Authority:

   • Ensure the person identified in the "RESOLVED FURTHER" clause is explicitly authorized by the Company’s By-Laws to sign contracts. If they are not, ensure the Board explicitly grants them the specific power of attorney within this text.

3. Digital Signature Protocol:

   • If executing electronically, ensure the platform (e.g., DocuSign or Adobe Sign) is compliant with the Philippine E-Commerce Act (Republic Act No. 8792). Ensure that "Audit Trails" are enabled to capture the IP address and timestamp of the signatory.

4. Notarization:

   • Under Philippine law, a Secretary’s Certificate must be notarized to be admissible as evidence of corporate authority in court or for dealings with third-party institutions (banks, government agencies). Ensure the Notary Public affixes their Notarial Seal and records the document in their Notarial Register.

5. Record Retention:

   • The original wet-ink signed and notarized document must be kept in the Corporate Minute Book as mandated by Section 73 of the Revised Corporation Code. Provide a certified true copy to the counterparty or relevant institution as required.