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Board Resolution For Waiver Of Loan

Board Resolution For Waiver Of Loan Template for Philippines

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Key Requirements PROMPT example:

Board Resolution For Waiver Of Loan

"I need a Board Resolution for Waiver of Loan for our parent company to waive a PHP 5 million loan extended to our subsidiary in January 2025, including both principal and accrued interest, as part of our group restructuring."

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Document background
A Board Resolution For Waiver Of Loan is a crucial corporate document used in the Philippines when a company decides to formally forgive or waive a loan owed to it by another entity. This type of resolution is commonly used in corporate group structures for debt restructuring, improving subsidiary financial health, or strategic business purposes. The document must comply with the Corporation Code of the Philippines and relevant financial regulations, particularly when involving related party transactions. It typically details the specific loan being waived, justification for the waiver, tax implications, and necessary corporate authorizations. This resolution is particularly important as it serves as official evidence of proper corporate approval for the loan waiver and protects directors in their fiduciary duties.
Suggested Sections

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

2. Date and Venue: Date, time, and place of the board meeting

3. Attendance and Quorum: List of directors present and confirmation of quorum

4. Background of the Loan: Details of the original loan agreement including date, parties, amount, and current outstanding balance

5. Rationale for Waiver: Business justification and reasons for waiving the loan

6. Resolution Statement: Formal declaration of the board's decision to waive the loan

7. Terms of Waiver: Specific details of what is being waived (principal, interest, or both) and any conditions attached

8. Authorization: Empowerment of specific officers to execute necessary documents

9. Certification: Secretary's certification of the resolution's validity

Optional Sections

1. Regulatory Compliance Statement: Required when the loan waiver needs specific regulatory approvals or notifications

2. Related Party Transaction Disclosure: Required when the loan involves related parties or directors

3. Security Release Provisions: Required when the loan is secured and collateral needs to be released

4. Tax Considerations: Required when there are specific tax implications that need to be acknowledged

5. Conditions Precedent: Required when the waiver is subject to certain conditions being met first

Suggested Schedules

1. Schedule A - Loan Agreement Details: Copy or summary of the original loan agreement being waived

2. Schedule B - Outstanding Amount Computation: Detailed calculation of the loan amount being waived, including principal and interest

3. Appendix 1 - Director Attendance Record: Detailed record of directors' attendance and voting

4. Appendix 2 - Supporting Documents: Any relevant supporting documents such as financial statements or valuation reports justifying the waiver

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking and Financial Services

Real Estate

Manufacturing

Retail

Holding Companies

Construction

Technology

Agriculture

Mining

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Risk Management

Corporate Governance

Board Affairs

Accounting

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Finance Director

Treasury Manager

Board Director

Company President

Compliance Officer

Financial Controller

Corporate Governance Officer

Risk Management Officer

Industries
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Provides the fundamental framework for corporate governance, including the powers and duties of the board of directors in making corporate decisions such as loan waivers
Civil Code of the Philippines (Republic Act No. 386): Governs obligations and contracts, including provisions on how debts can be extinguished and the legal effects of debt forgiveness
National Internal Revenue Code (NIRC): Contains provisions on the tax implications of debt forgiveness, as waived loans may be treated as taxable income for the debtor
General Banking Law of 2000 (Republic Act No. 8791): Regulates banking transactions and loan modifications, including requirements for loan restructuring and write-offs
Securities Regulation Code (Republic Act No. 8799): If the company is publicly listed, this law governs disclosure requirements related to material corporate actions including significant loan waivers
Financial Rehabilitation and Insolvency Act (FRIA) of 2010: Relevant if the loan waiver is part of a broader debt restructuring or rehabilitation plan
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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