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Company Minutes

Company Minutes Template for Philippines

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Key Requirements PROMPT example:

Company Minutes

"I need Company Minutes for our upcoming annual stockholders' meeting scheduled for March 15, 2025, which will include the election of new board members and approval of our expansion plans into Southeast Asian markets."

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Document background
Company Minutes are essential corporate documents required under Philippine corporate law, particularly the Revised Corporation Code of the Philippines. These documents serve as the official record of corporate meetings, whether they are regular board meetings, annual stockholder meetings, or special meetings. Company Minutes must be maintained by all corporations registered in the Philippines and should detail key meeting elements including attendance, quorum, discussions, and resolutions. The document plays a crucial role in corporate governance, serving as legal evidence of company decisions and compliance with regulatory requirements. It's particularly important for demonstrating compliance during SEC audits, legal proceedings, or when historical corporate decisions need to be referenced.
Suggested Sections

1. Meeting Details: Date, time, venue/platform (for virtual meetings), and type of meeting (regular/special)

2. Attendance and Quorum: List of present and absent directors/stockholders, confirmation of quorum, and presence of key officers

3. Call to Order: Declaration of meeting commencement by the chairperson

4. Approval of Previous Minutes: Review and approval of minutes from the previous meeting

5. Agenda: List of items to be discussed during the meeting

6. Reports and Updates: Presentation of management reports, financial statements, or other regular updates

7. Resolutions: Documentation of all formal resolutions passed during the meeting

8. Other Matters: Discussion of any additional items raised during the meeting

9. Adjournment: Time of meeting conclusion and signature block for the Corporate Secretary and Chairman

Optional Sections

1. Election of Officers: Used when the meeting includes election of new officers or board members

2. Special Resolutions: For meetings involving major corporate actions like amendments to articles, mergers, or dissolutions

3. Committee Reports: When specific committee updates or recommendations are presented

4. Voting Results: Detailed breakdown of votes for contentious resolutions or elections

5. Dissenting Opinions: Documentation of any formal objections or dissenting votes

6. Executive Session: Notes on closed-door sessions excluding non-board members

Suggested Schedules

1. Attendance Sheet: Detailed list of attendees with signatures or electronic confirmation of attendance

2. Financial Reports: Copies of financial statements or reports presented during the meeting

3. Supporting Documents: Any presentations, proposals, or documents discussed during the meeting

4. Proxy Forms: Copies of proxy authorizations for represented stockholders

5. Voting Tally Sheets: Detailed voting records for resolutions or elections

6. Notice of Meeting: Copy of the meeting notice and proof of service to all required parties

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 Finance

Manufacturing

Real Estate

Technology

Retail

Healthcare

Energy

Telecommunications

Mining

Construction

Agriculture

Transportation

Education

Professional Services

Entertainment and Media

Food and Beverage

Tourism and Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Support

Executive Office

Records Management

Internal Audit

Corporate Communications

Investor Relations

Relevant Roles

Corporate Secretary

Chairman of the Board

Board Director

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Compliance Officer

Corporate Governance Officer

Board Committee Chairman

Executive Assistant

Records Manager

Company President

Vice President

Internal Auditor

Corporate Communications Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing corporations in the Philippines, which includes requirements for corporate meetings, minutes, and record-keeping
SEC Memorandum Circular No. 6, Series of 2020: Guidelines on the attendance and participation of directors, trustees, stockholders, members, and other persons of corporations in regular and special meetings through teleconferencing, video conferencing and other remote or electronic means of communication
SEC Memorandum Circular No. 24, Series of 2019: Code of Corporate Governance for Public Companies and Registered Issuers, including requirements for documenting board and stockholder meetings
Securities Regulation Code (Republic Act No. 8799): Provides additional requirements for minutes and corporate records for publicly listed companies
National Privacy Act of 2012 (Republic Act No. 10173): Governs the handling of personal information in corporate records and minutes, ensuring compliance with data privacy requirements
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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