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Board Resolution For Change Of Registered Office for Philippines

Board Resolution For Change Of Registered Office Template for Philippines

A Board Resolution for Change of Registered Office is a formal corporate document used in the Philippines that documents the board of directors' decision to change the company's official registered address. This document must comply with the requirements of the Revised Corporation Code of the Philippines and relevant SEC regulations. It serves as an official record of the board's approval for the address change and provides authorization for corporate officers to execute necessary actions with various government agencies, including the SEC, BIR, and local government units. The resolution includes specific details about the new address, reasons for relocation, and designated representatives authorized to process the change.

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Board Resolution For Change Of Registered Office

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What is a Board Resolution For Change Of Registered Office?

A Board Resolution For Change Of Registered Office is a crucial corporate governance document required when a company in the Philippines decides to relocate its registered office address. This document is mandated by the Revised Corporation Code of the Philippines and SEC regulations, serving as official evidence of the board's approval of the address change. The resolution is necessary for updating records with various government agencies, including the SEC, BIR, and local government units. It must contain specific details about the new location, authorization for corporate representatives to process the change, and proper certification by the Corporate Secretary. This document is typically required when companies expand, downsize, or relocate for strategic reasons, and it forms part of the company's official records. The resolution must follow specific formatting and content requirements as prescribed by Philippine corporate laws and SEC memorandum circulars.

What sections should be included in a Board Resolution For Change Of Registered Office?

1. Title and Corporate Details: Full legal name of the corporation, date, time, and place of the board meeting

2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met

3. Preliminary Recitals: Background information including the current registered address and reason for change

4. Resolution Statement: Formal declaration of the board's decision to change the registered office address

5. New Address Details: Complete specification of the new registered office address

6. Authorization: Empowerment of specific officers to execute necessary documents and file with relevant authorities

7. Certification: Secretary's certification of the resolution's authenticity and its approval by the board

What sections are optional to include in a Board Resolution For Change Of Registered Office?

1. Notice Waiver: Statement waiving notice requirements when all directors are present or have waived notice

2. Effective Date: Specific section stating when the address change will take effect, if different from the resolution date

3. Additional Authorizations: Special authorizations for dealing with specific government agencies or requirements

4. Corporate Seal: Section for affixing the corporate seal, if required by the corporate by-laws

What schedules should be included in a Board Resolution For Change Of Registered Office?

1. Secretary's Certificate: Separate certificate confirming the resolution's validity and board approval

2. Notice of Meeting: Copy of the notice sent to board members (if applicable)

3. Proof of New Address: Documentation evidencing right to occupy new premises (lease agreement or title)

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 Financial Services

Manufacturing

Retail

Technology

Real Estate

Professional Services

Healthcare

Education

Telecommunications

Construction

Energy

Transportation and Logistics

All Corporate Sectors

Relevant Teams

Legal

Corporate Secretariat

Compliance

Administrative

Corporate Affairs

Facilities Management

Executive Office

Corporate Governance

Board of Directors

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Administrative Manager

Board Director

Chairman of the Board

Corporate Governance Officer

Facilities Manager

Legal Manager

Company Director

Corporate Affairs Manager

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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