A Board Resolution For Corporate Guarantee is a critical corporate governance document required under Philippine law when a corporation intends to guarantee the obligations of another entity. This document becomes necessary when a company plans to provide financial backing or security for another party's commitments, typically in contexts such as loan agreements, project financing, or commercial transactions. The resolution must comply with the Revised Corporation Code of the Philippines and should detail the scope of the guarantee, authorized signatories, and specific terms and conditions. It serves as evidence of proper corporate authorization and is often required by banks, financial institutions, or other third parties before accepting the corporate guarantee. The document typically includes information about the underlying transaction, risk assessment, and compliance with relevant Philippine regulations and corporate governance requirements.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Present Directors: List of directors present at the meeting, establishing quorum
3. Chairperson and Secretary: Identification of the meeting's chairperson and secretary
4. Quorum Declaration: Statement confirming that a quorum is present for valid corporate action
5. Background/Recitals: Context of the corporate guarantee, including details of the underlying transaction or obligation being guaranteed
6. Purpose of Guarantee: Clear statement of the purpose and scope of the corporate guarantee
7. Resolution Details: Specific terms of the board's approval, including the amount, duration, and conditions of the guarantee
8. Authorization: Express authorization for specific officers to execute the guarantee and related documents
9. Specimen Signatures: Authorized signatures for executing the guarantee and related documents
10. Certification: Secretary's certification that the resolution was duly adopted
1. Prior Board Actions: Reference to any previous board resolutions or corporate actions related to the guarantee, used when the guarantee is an extension or modification of existing arrangements
2. Conditions Precedent: Specific conditions that must be met before the guarantee becomes effective, included when there are preliminary requirements
3. Risk Assessment: Summary of the corporate risk assessment related to providing the guarantee, included for significant guarantee amounts or high-risk transactions
4. Regulatory Compliance: Specific statements regarding compliance with relevant regulations, included when dealing with regulated industries or transactions
5. Related Party Disclosure: Declaration of any related party interests, required when the guarantee involves related parties under Philippine law
1. Schedule A - Guarantee Terms: Detailed terms and conditions of the corporate guarantee
2. Schedule B - Principal Obligation Details: Details of the primary obligation being guaranteed
3. Schedule C - Corporate Information: Key corporate information including registration details and corporate approvals
4. Appendix 1 - Supporting Documents: List of relevant supporting documents (e.g., principal agreement, corporate documents)
5. Appendix 2 - Officer Certificates: Certificates confirming the authority of signing officers
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Finance
Real Estate
Manufacturing
Construction
Infrastructure
Energy
Telecommunications
Retail and Commerce
Transportation and Logistics
Mining and Natural Resources
Agriculture and Agribusiness
Technology and Software
Healthcare and Pharmaceuticals
Relevant Teams
Legal
Finance
Corporate Secretariat
Risk Management
Compliance
Treasury
Corporate Governance
Board Services
Executive Office
Credit Administration
Relevant Roles
Chief Executive Officer
Corporate Secretary
Chief Financial Officer
Legal Counsel
Compliance Officer
Risk Management Officer
Board Director
Managing Director
Treasury Manager
Corporate Governance Officer
Company President
Executive Director
Senior Legal Manager
Finance Director
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