The Board Resolution For Appointment Of Authorised Representative is a crucial corporate document used in the Philippines when a company needs to formally delegate authority to an individual to act on its behalf. This document is essential for companies operating under Philippine law that require representatives to handle various business transactions, including but not limited to banking operations, government dealings, contract signings, and other corporate affairs. The resolution must comply with the Revised Corporation Code of the Philippines and SEC requirements, typically including detailed specifications of the representative's powers, limitations, and term of appointment. It is commonly used when companies need to authorize someone to handle specific transactions or represent the corporation in particular dealings, ensuring legal compliance and proper corporate governance.
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1. Title and Corporate Details: Full legal name of corporation, registered address, and date of the board resolution
2. Certification of Meeting: Statement confirming proper notice and quorum requirements were met
3. Attendance Record: List of board members present and absent
4. Preamble: Introduction stating the purpose and authority of the board to make the resolution
5. Representative Details: Full name, position, and identification details of the appointed representative
6. Powers and Authority: Detailed enumeration of the specific powers granted to the representative
7. Limitations: Any restrictions or conditions on the representative's authority
8. Term of Appointment: Duration of the authorization and conditions for termination
9. Certification and Signatures: Attestation by the Corporate Secretary and signatures of required board members
1. Revocation of Prior Authority: Include when replacing an existing authorized representative
2. Multiple Representatives: Section detailing how multiple representatives may act (jointly or severally)
3. Special Powers: Additional specific powers beyond standard authorization, used when special authority is needed
4. Reporting Requirements: Include when the representative must report activities to the board
5. Indemnification: Protection clauses for the representative, used in high-risk authorizations
1. Schedule A - Scope of Authority: Detailed list of specific transactions and actions the representative is authorized to undertake
2. Schedule B - Specimen Signature: Official signature specimens of the authorized representative
3. Schedule C - Required Documents: List of documents the representative must present when acting on behalf of the corporation
4. Appendix 1 - Corporate Secretary's Certificate: Certificate confirming the authenticity of the board resolution and its compliance with corporate requirements
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