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Board Resolution For General Authorisation for Philippines

Board Resolution For General Authorisation Template for Philippines

A comprehensive corporate document drafted under Philippine law that formalizes the board of directors' decision to delegate specific powers and authorities to designated individuals within the organization. This resolution, governed by the Revised Corporation Code of the Philippines, enables authorized representatives to act on behalf of the company in various matters such as financial transactions, contract executions, regulatory compliance, and day-to-day operations. It includes detailed specifications of the granted authorities, limitations, and responsibilities, ensuring clear accountability while facilitating efficient business operations.

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Board Resolution For General Authorisation

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What is a Board Resolution For General Authorisation?

A Board Resolution For General Authorization is a crucial corporate governance instrument used in Philippine business operations when a company needs to formally delegate authority from its board of directors to specific individuals or positions within the organization. This document, regulated under the Revised Corporation Code of the Philippines and relevant SEC guidelines, is typically implemented when companies need to streamline their operational processes, facilitate day-to-day transactions, or enable specific officers to act on behalf of the company. The resolution must comply with Philippine corporate law requirements and should clearly outline the scope of authority, any limitations, and the identities of authorized representatives. It's particularly important for companies engaging in regular business transactions, requiring multiple signatories, or dealing with financial institutions and government agencies.

What sections should be included in a Board Resolution For General Authorisation?

1. Title and Corporate Details: Specifies the company name, registration details, and date of the resolution

2. Meeting Details: States whether it's a regular or special board meeting, date, time, venue/mode of meeting, and quorum confirmation

3. Attendance: Lists all directors present, absent, and other attendees

4. Chairperson and Secretary: Identifies the meeting's presiding officer and secretary

5. Preliminary Statements: Establishes the context and necessity for the general authorization

6. Powers and Authority Granted: Details the specific powers and authority being granted by the board

7. Authorized Representatives: Names and designations of individuals being granted the authorization

8. Certification and Approval: Formal certification of the resolution's approval and voting results

9. Signatures: Space for required signatures of board members and corporate secretary

What sections are optional to include in a Board Resolution For General Authorisation?

1. Term of Authorization: Include when the authorization needs to be time-bound or requires periodic renewal

2. Limitations and Restrictions: Add when specific restrictions or monetary limits need to be placed on the authorization

3. Revocation of Previous Authorities: Include when this resolution supersedes or revokes previous authorizations

4. Regulatory Compliance Statement: Add when authorization involves regulated activities or requires specific regulatory compliance

5. Digital/Electronic Authorization: Include when authorization covers digital transactions or electronic signatures

6. Indemnification Clause: Add when authorized representatives need protection against potential liabilities

What schedules should be included in a Board Resolution For General Authorisation?

1. Schedule A - List of Authorized Signatories: Detailed list of authorized signatories with their specimen signatures and specific transaction limits

2. Schedule B - Scope of Authority Matrix: Detailed breakdown of authorized activities and their respective approval requirements

3. Schedule C - Corporate Information: Copy of SEC registration, articles of incorporation, and other relevant corporate documents

4. Appendix 1 - Secretary's Certificate: Certificate from Corporate Secretary confirming the resolution's validity

5. Appendix 2 - Meeting Minutes Extract: Relevant extract from the board meeting minutes where the resolution was approved

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

Real Estate

Manufacturing

Retail

Technology

Healthcare

Energy

Transportation

Construction

Education

Telecommunications

Professional Services

Mining

Agriculture

Import/Export

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Risk Management

Administrative

Corporate Governance

Executive Office

Treasury

Operations

Relevant Roles

Chief Executive Officer

Corporate Secretary

Chief Financial Officer

Managing Director

Board Director

Company President

Vice President

Compliance Officer

Legal Counsel

Treasury Manager

Operations Director

Administrative Officer

Risk Management Officer

Finance Manager

Company Secretary

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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