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Board Resolution For Corporate Guarantee for Philippines

Board Resolution For Corporate Guarantee Template for Philippines

A Board Resolution for Corporate Guarantee is a formal corporate document issued under Philippine law that evidences the board of directors' approval for the corporation to act as a guarantor for the obligations of another party. This document, governed by the Revised Corporation Code of the Philippines and related corporate laws, serves as official authorization for the corporation to undertake guarantee obligations and designates specific officers to execute the necessary guarantee documentation. It includes detailed terms of the guarantee, risk assessments, and compliance with Philippine regulatory requirements, making it a crucial instrument for corporate governance and risk management.

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What is a Board Resolution For Corporate Guarantee?

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.

What sections should be included in a Board Resolution For Corporate Guarantee?

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

What sections are optional to include in a Board Resolution For Corporate Guarantee?

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

What schedules should be included in a Board Resolution For Corporate Guarantee?

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

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

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

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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