The Board Resolution For Non Operation is a crucial corporate document required under Philippine law when a company decides to suspend or cease its business operations. This resolution becomes necessary when companies face circumstances such as financial difficulties, regulatory challenges, restructuring needs, or strategic business decisions requiring operational suspension. The document must comply with the Revised Corporation Code of the Philippines and various regulatory requirements from the Securities and Exchange Commission (SEC) and Bureau of Internal Revenue (BIR). It typically includes comprehensive details about the decision-making process, reasons for non-operation, handling of corporate assets and liabilities, employee arrangements, and regulatory compliance measures. The resolution serves as both a legal record and a practical guide for implementing the cessation of operations, while maintaining the corporation's legal existence and compliance obligations.
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1. Title and Corporate Details: Formal title of the resolution, corporation name, registration number, and registered address
2. Date and Venue: Date, time, and location of the board meeting where the resolution was passed
3. Attendance: List of board members present and absent, confirming quorum requirements are met
4. Preamble: Standard recitals establishing the authority of the board and the corporation's current status
5. Background: Explanation of circumstances leading to the decision for non-operation
6. Resolution Statement: Formal declaration of the board's decision to cease operations, including specific period if temporary
7. Specific Directives: Detailed instructions regarding the non-operation, including handling of assets, employees, and ongoing obligations
8. Regulatory Compliance: Statement of compliance with relevant laws and commitment to file necessary notices
9. Authorization: Designation of authorized representatives to implement the resolution
10. Certification and Signatures: Formal certification by the Corporate Secretary and signatures of board members
1. Employee Provisions: Required if there are employees affected by the non-operation, detailing arrangements for their status
2. Asset Management Plan: Required if the corporation has significant assets that need specific handling during non-operation
3. Debt Settlement Plan: Required if there are outstanding debts or obligations that need to be addressed
4. Reactivation Conditions: Optional section specifying conditions and procedures for resuming operations, if temporary
5. Tax Considerations: Required if there are specific tax implications or arrangements that need to be documented
1. Schedule A - List of Board Members: Complete list of current board members with their positions and signatures
2. Schedule B - Financial Statement: Current financial position of the corporation at the time of non-operation
3. Schedule C - Asset Inventory: Detailed inventory of corporate assets and their current status
4. Appendix 1 - Notice Templates: Templates for notices to be sent to various stakeholders regarding non-operation
5. Appendix 2 - Regulatory Forms: Copies of required forms to be filed with SEC, BIR, and other regulatory bodies
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