A Board Resolution For Change Of Registered Office is a crucial corporate governance document required when a company in the Philippines decides to relocate its registered office address. This document is mandated by the Revised Corporation Code of the Philippines and SEC regulations, serving as official evidence of the board's approval of the address change. The resolution is necessary for updating records with various government agencies, including the SEC, BIR, and local government units. It must contain specific details about the new location, authorization for corporate representatives to process the change, and proper certification by the Corporate Secretary. This document is typically required when companies expand, downsize, or relocate for strategic reasons, and it forms part of the company's official records. The resolution must follow specific formatting and content requirements as prescribed by Philippine corporate laws and SEC memorandum circulars.
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1. Title and Corporate Details: Full legal name of the corporation, date, time, and place of the board meeting
2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
3. Preliminary Recitals: Background information including the current registered address and reason for change
4. Resolution Statement: Formal declaration of the board's decision to change the registered office address
5. New Address Details: Complete specification of the new registered office address
6. Authorization: Empowerment of specific officers to execute necessary documents and file with relevant authorities
7. Certification: Secretary's certification of the resolution's authenticity and its approval by the board
1. Notice Waiver: Statement waiving notice requirements when all directors are present or have waived notice
2. Effective Date: Specific section stating when the address change will take effect, if different from the resolution date
3. Additional Authorizations: Special authorizations for dealing with specific government agencies or requirements
4. Corporate Seal: Section for affixing the corporate seal, if required by the corporate by-laws
1. Secretary's Certificate: Separate certificate confirming the resolution's validity and board approval
2. Notice of Meeting: Copy of the notice sent to board members (if applicable)
3. Proof of New Address: Documentation evidencing right to occupy new premises (lease agreement or title)
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