Board Resolution For Appointment Of Nominee Shareholder Template for Philippines

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Key Requirements PROMPT example:

Board Resolution For Appointment Of Nominee Shareholder

"I need a Board Resolution for Appointment of Nominee Shareholder for our Philippine tech startup, where we're appointing ABC Corporate Services as nominee shareholder for 10,000 common shares, with specific provisions for quarterly reporting and automatic termination if regulatory compliance isn't maintained."

Document background
The Board Resolution For Appointment Of Nominee Shareholder is a crucial corporate document used in Philippine business practice when a company wishes to formally authorize and document the appointment of a nominee shareholder. This arrangement is common in situations where beneficial ownership needs to be separated from legal ownership of shares, such as in foreign investment structures or corporate group arrangements. The document must strictly comply with Philippine corporate law, particularly the Revised Corporation Code and SEC regulations, which require specific disclosures and formal board approval. The resolution typically emerges from a formal board meeting and includes detailed information about the nominee arrangement, share specifications, voting rights, and related obligations. It serves as official evidence of the board's decision and provides legal protection for all parties involved in the nominee arrangement.
Suggested Sections

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met

3. Preamble: Introduction stating the company's details and the purpose of the resolution

4. Background: Context for the appointment of the nominee shareholder, including relevant shareholding details

5. Definitions: Key terms used in the resolution including 'Nominee Shareholder', 'Beneficial Owner', etc.

6. Resolution Statement: Formal declaration of the board's decision to appoint the nominee shareholder

7. Appointment Details: Specific details of the nominee shareholder appointment including number and class of shares

8. Rights and Obligations: Duties, responsibilities, and limitations of the nominee shareholder

9. Term of Appointment: Duration of the nominee arrangement and conditions for termination

10. Certification: Secretary's certification of the resolution's authenticity and board approval

Optional Sections

1. Consideration: Details of any payment or consideration for the nominee arrangement, if applicable

2. Indemnification: Provisions for indemnifying the nominee shareholder, if agreed upon

3. Voting Instructions: Specific procedures for how the nominee shareholder should exercise voting rights

4. Dividend Arrangements: Procedures for handling dividends and other distributions

5. Compliance Requirements: Additional compliance obligations specific to the arrangement

6. Conflict Resolution: Procedures for resolving disputes between parties

Suggested Schedules

1. Schedule A - Share Details: Detailed information about the shares subject to the nominee arrangement

2. Schedule B - Nominee Agreement: Full terms and conditions of the nominee shareholder agreement

3. Schedule C - Board Members' Information: List of board members with their details and signatures

4. Appendix 1 - Required Disclosures: SEC-required disclosures and declarations regarding the nominee arrangement

5. Appendix 2 - Power of Attorney: If applicable, power of attorney granted to the nominee shareholder

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Retail

Mining

Agriculture

Transportation

Energy

Telecommunications

Professional Services

Healthcare

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Risk Management

Board Services

Corporate Affairs

Regulatory Affairs

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Chief Executive Officer

Chief Legal Officer

Corporate Governance Officer

Risk Management Officer

Company President

Vice President for Legal Affairs

Corporate Services Manager

Board Relations Manager

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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