Board Resolution For Nominee Shareholder Template for Philippines

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Key Requirements PROMPT example:

Board Resolution For Nominee Shareholder

"I need a Board Resolution For Nominee Shareholder for our Philippine technology company where a local professional will act as nominee for a Singapore-based investor holding 30% of our shares, ensuring compliance with foreign ownership restrictions."

Document background
A Board Resolution For Nominee Shareholder is a crucial corporate document used in Philippine business practice when implementing nominee shareholder arrangements. This document is typically required when companies need to establish legal nominee shareholding structures, often in contexts involving foreign investment considerations, corporate restructuring, or strategic business arrangements. The resolution must comply with the Revised Corporation Code of the Philippines and various SEC regulations, particularly regarding beneficial ownership disclosure and corporate governance requirements. It serves as the formal corporate authorization for the nominee arrangement, detailing the terms of the relationship, rights and obligations of parties involved, and ensuring proper documentation for regulatory compliance. The document is particularly important in the Philippine context where certain industries have foreign ownership restrictions and where nominee arrangements require careful structuring and documentation.
Suggested Sections

1. Title and Corporate Details: Formal title of the resolution, corporation name, registration details, and date of the meeting

2. Attendance and Quorum: List of directors present, confirmation of quorum, and meeting validity

3. Background: Context of the nominee arrangement and reasons for its implementation

4. Definitions: Key terms used in the resolution including 'Nominee Shareholder', 'Beneficial Owner', and other relevant definitions

5. Resolution Details: Specific details of the board's approval of the nominee arrangement, including number of shares, rights, and obligations

6. Compliance Statement: Declaration of compliance with relevant laws and regulations

7. Authorization: Specific powers granted to officers to execute necessary documents and implement the arrangement

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

Optional Sections

1. Foreign Ownership Provisions: Required when the nominee arrangement involves foreign ownership considerations

2. Beneficial Ownership Disclosure: Additional section needed when specific beneficial ownership declarations are required

3. Anti-Money Laundering Compliance: Required when the arrangement needs specific AML compliance declarations

4. Voting Rights Specifications: Optional section detailing specific voting arrangements between nominee and beneficial owner

5. Termination Provisions: Optional section specifying conditions for terminating the nominee arrangement

Suggested Schedules

1. Nominee Agreement: Draft or executed agreement between the nominee shareholder and beneficial owner

2. Share Certificate Details: Details of the share certificates to be held under the nominee arrangement

3. Director's Declaration: Declaration of directors regarding their interest in the arrangement

4. Beneficial Ownership Form: SEC-prescribed beneficial ownership disclosure form

5. Corporate Secretary's Certificate: Certified true copy of the board 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 legal definitions
Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Mining

Retail

Agriculture

Infrastructure

Telecommunications

Banking

Investment Holdings

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Executive Office

Corporate Affairs

Regulatory Affairs

Investment Management

Corporate Planning

Relevant Roles

Corporate Secretary

Board Director

Chief Executive Officer

Chief Legal Officer

Compliance Officer

Corporate Lawyer

Legal Counsel

Company Director

Corporate Governance Officer

Board Chairman

Managing Director

Chief Financial Officer

Corporate Affairs Manager

Legal Manager

Investment Director

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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