Board Resolution For Approval Of Shareholders Agreement Template for Philippines

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Key Requirements PROMPT example:

Board Resolution For Approval Of Shareholders Agreement

"I need a Board Resolution For Approval Of Shareholders Agreement for our Philippine tech startup, TechVision Solutions Inc., as we're bringing in new foreign investors in March 2025; the resolution needs to specifically address share transfer restrictions and anti-dilution provisions."

Document background
The Board Resolution For Approval Of Shareholders Agreement is a crucial corporate governance document required under Philippine law when a company's board of directors needs to formally approve a shareholders agreement. This document is typically used when implementing new shareholder arrangements, modifying existing agreements, or during corporate restructuring. It must comply with the Revised Corporation Code of the Philippines and related SEC regulations, containing specific elements such as quorum certification, voting results, and authorization of signatories. The resolution serves as official evidence of board approval and is often required by regulatory authorities, banks, and other stakeholders as proof of proper corporate authorization. It forms part of the company's official records and may be needed for future reference or due diligence purposes.
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. Background: Context explaining the need for the shareholders agreement and its key objectives

4. Whereas Clauses: Series of recitals explaining the factual background and reasons for the resolution

5. Resolution Statement: Formal declaration that the board has resolved to approve the shareholders agreement

6. Key Terms Approval: Specific mention of key terms of the shareholders agreement being approved

7. Authorization: Authorization for specific officers to execute the shareholders agreement and related documents

8. Certification: Corporate Secretary's certification of the resolution's authenticity

Optional Sections

1. Conditions Precedent: Include when approval is subject to certain conditions being met

2. Related Party Disclosures: Required when the shareholders agreement involves related party transactions

3. Dissenting Opinions: Include when there are board members who voted against the resolution

4. Regulatory Compliance Statement: Include when specific regulatory approvals or notifications are required

5. Delegation of Powers: Optional section authorizing specific committees or officers to handle implementation details

Suggested Schedules

1. Draft Shareholders Agreement: Copy of the shareholders agreement being approved

2. Meeting Notice: Copy of the notice sent to board members for the meeting

3. Attendance Sheet: Signed attendance sheet of board members present

4. Legal Opinion: If obtained, legal opinion on the shareholders agreement

5. Secretary's Certificate: Certificate confirming the resolution's validity and compliance with corporate requirements

6. Related Documents: Any other relevant supporting documents referenced in the resolution

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

Banking and Finance

Technology

Manufacturing

Real Estate

Retail

Energy

Telecommunications

Healthcare

Transportation

Mining

Agriculture

Construction

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Board Services

Compliance

Corporate Governance

Corporate Affairs

Executive Office

Risk Management

Regulatory Affairs

Relevant Roles

Board Director

Corporate Secretary

Chief Executive Officer

Chief Legal Officer

General Counsel

Compliance Officer

Corporate Governance Officer

Chairman of the Board

Company Secretary

Legal Manager

Corporate Affairs Manager

Chief Financial Officer

Managing Director

Corporate Lawyer

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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