Board Minutes Template for United States

Board Minutes are the official written record of what happens during a company's board meetings in the Philippines. They capture key decisions, discussions, and votes made by directors, serving as a legal paper trail under the Corporation Code and SEC requirements.

These documents protect both the company and its directors by showing they fulfilled their duties properly. Good minutes include essential details like attendance, voting results, and major business choices - while avoiding unnecessary chatter. Courts and regulators often rely on board minutes to verify corporate governance and resolve disputes about what the board actually decided.

Create Board Minutes immediately after every board meeting - it's a legal requirement for Philippine corporations under the Corporation Code. Your company needs these records during SEC inspections, tax audits, and when major corporate decisions face scrutiny.

Board Minutes become especially crucial when applying for loans, selling company shares, or defending against lawsuits. Banks often request them to verify decision-making authority, while investors examine them during due diligence. Keep detailed minutes for sensitive matters like executive compensation, dividend declarations, and major contracts - these protect your directors and prove compliance with fiduciary duties.

• Corporate Minutes: Standard format for regular board meetings, documenting core business decisions and votes
• Agenda Notice And Minutes: Comprehensive package combining meeting notification, agenda, and final minutes
• Company Minutes: Simplified version for smaller corporations or routine operational matters
• Minutes Of Interview Meeting Held In The Boardroom: Specialized format for board-level hiring interviews and executive appointments

• Corporate Secretary: Takes primary responsibility for drafting Board Minutes, ensuring accuracy and completeness of all discussions and decisions
• Board Directors: Review, verify, and approve the minutes through signatures, confirming their accuracy as participants
• SEC Officials: Examine Board Minutes during regulatory compliance checks and investigations
• Company Lawyers: Use minutes to defend corporate actions and advise on governance matters
• Shareholders: May request access to minutes to monitor board decisions affecting their investments
• External Auditors: Reference minutes when verifying major financial decisions and corporate authorizations

• Meeting Details: Confirm date, time, venue, and list of all attendees with their roles
• Notice Documentation: Gather proof that proper meeting notice was sent to all directors
• Agenda Items: Collect all materials discussed, including financial reports and presentations
• Voting Records: Note exact counts of votes cast, abstentions, and specific objections raised
• Supporting Documents: Compile all referenced materials, contracts, or resolutions
• Technical Requirements: Our platform ensures your minutes follow SEC guidelines and Corporation Code requirements
• Signature Authority: Identify required signatories - typically the Chairman and Corporate Secretary

• Meeting Identification: Full corporate name, date, time, location, and type of meeting (regular/special)
• Attendance Record: Names of present directors, officers, and guests, plus confirmation of quorum
• Notice Verification: Statement confirming proper notice was given per SEC requirements
• Agenda Items: Clear listing of all matters discussed in chronological order
• Voting Results: Exact count of votes, including abstentions and objections
• Resolution Details: Full text of adopted resolutions with supporting rationale
• Certification Block: Signatures of Chairman and Corporate Secretary, with corporate seal
• Attachments Reference: List of all referenced documents and exhibits

Board Minutes and Board Resolution serve different but complementary purposes in Philippine corporate governance. While Board Minutes provide a comprehensive record of everything that happened during a meeting, a Board Resolution focuses solely on documenting a specific decision or action approved by the board.

• Content Scope: Board Minutes capture all discussions, including questions raised and detailed deliberations. Board Resolutions contain only the final decision and its implementation details
• Legal Usage: Minutes serve as historical records and evidence of proper governance, while Resolutions are used to execute specific actions like opening bank accounts or authorizing transactions
• Timing: Minutes are created after every board meeting, regardless of decisions made. Resolutions are drafted only when formal authorization for specific actions is needed
• External Recognition: Banks and government agencies typically request Board Resolutions for specific transactions, but may ask for Minutes during audits or investigations