Board Resolution For Change Of Registered Office Template for the Philippines

When your corporation needs to change its registered office address in the Philippines, you must obtain formal board approval through a Board Resolution For Change Of Registered Office. This document serves as official evidence that your board of directors has authorized the relocation and ensures compliance with the Revised Corporation Code of the Philippines and SEC regulations.

When do you need this document?

You'll need this resolution whenever your corporation plans to relocate its registered office address. Common scenarios include expanding to larger premises, consolidating operations, reducing overhead costs, or moving to a more strategic business location. The resolution is also required when your current lease expires and you're relocating to new premises, or when you're establishing satellite offices and designating a new principal address. Additionally, if your company is merging with another entity or restructuring operations, a change of registered office resolution becomes necessary to reflect the new corporate structure.

Key legal considerations

Your resolution must include specific mandatory elements to ensure legal validity. The document should contain your corporation's complete legal name, the current registered office address, and the complete new address including barangay, city, and postal code. You must specify the effective date of the change and authorize specific corporate officers to execute the necessary paperwork with government agencies. The resolution should explicitly authorize representatives to update records with the SEC, BIR, and local government units where business permits are registered. Proper attestation by your Corporate Secretary is crucial, as this validates the resolution's authenticity. The document must also demonstrate that a quorum was present during the board meeting and that the resolution was duly approved by the required majority vote.

Legal requirements in the Philippines

Under the Revised Corporation Code of the Philippines (Republic Act No. 11232), corporations must maintain an accurate registered office address and notify relevant authorities of any changes. You're required to file the resolution with the SEC within the prescribed timeframe, typically accompanied by an amended Articles of Incorporation if the change affects your corporate charter. The BIR requires notification under the National Internal Revenue Code to update your tax registration records and ensure continued compliance with tax obligations. Your local government unit must also be notified to update business permits and licenses, as required by the Local Government Code. SEC Memorandum Circular No. 6, Series of 2016, provides specific guidelines for the documentation and procedures required for address changes. Failure to properly notify these agencies can result in penalties, compliance issues, and potential problems with your corporate standing. The resolution should authorize specific corporate officers to handle these filings and represent the corporation in processing the address change with all relevant government agencies.