General Meeting Resolution Template for Philippines

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Key Requirements PROMPT example:

General Meeting Resolution

"I need a General Meeting Resolution for our upcoming annual shareholders' meeting scheduled for March 15, 2025, which will cover the election of new board members and approval of our company's expansion into the Southeast Asian market."

Document background
A General Meeting Resolution is a crucial corporate governance document used in Philippine corporations to formally document decisions made during shareholders' meetings. It is required under the Revised Corporation Code of the Philippines and must be prepared whenever shareholders convene to make significant company decisions. The document serves multiple purposes: it provides evidence of proper corporate procedure, creates a legal record of decisions made, and can be used to demonstrate compliance with regulatory requirements to government agencies such as the Securities and Exchange Commission. The resolution must include specific elements such as proper notice, quorum verification, voting results, and authorized signatures. It's particularly important for major corporate actions like mergers, capital increases, bylaw amendments, or election of directors.
Suggested Sections

1. Title and Date: Formal title of the resolution and date of the meeting

2. Meeting Details: Type of meeting (regular/special), venue, and mode of conduct (in-person/virtual/hybrid)

3. Attendance and Quorum: List of attendees, total shares represented, and confirmation of quorum requirements

4. Notice Compliance: Confirmation that proper notice was given according to corporate bylaws and Philippine law

5. Chair and Secretary: Identification of the meeting's chairperson and secretary

6. Agenda Items: List of matters to be discussed and resolved

7. Resolutions: Clear statement of each resolution passed, including voting results

8. Certification: Attestation by the Corporate Secretary regarding the accuracy of the resolution

9. Signatures: Signatures of authorized officers (typically Chairman and Corporate Secretary)

Optional Sections

1. Recitals: Background information explaining the context and reason for the resolutions, used when complex decisions need context

2. Dissenting Votes: Record of any opposing votes and abstentions, required when there is not unanimous approval

3. Special Instructions: Specific directives for implementing the resolutions, used when implementation requires detailed guidance

4. Ratification: Confirmation of previous actions, included when regularizing past decisions

5. Delegation of Authority: Specific powers granted to officers/representatives, needed when resolution requires subsequent actions

Suggested Schedules

1. Attendance Sheet: Detailed list of all attendees with their shareholdings and representation status

2. Voting Results: Detailed breakdown of votes for each resolution

3. Supporting Documents: Any relevant documents referenced in the resolutions (e.g., financial statements, contracts)

4. Proxy Forms: Copies of valid proxy forms submitted for the meeting

5. Notice and Agenda: Copy of the meeting notice and detailed agenda sent to shareholders

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 Industries

Financial Services

Manufacturing

Real Estate

Technology

Retail

Energy

Transportation

Healthcare

Telecommunications

Mining

Agriculture

Construction

Education

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Support

Administrative Services

Investor Relations

Risk Management

Corporate Communications

Executive Office

Relevant Roles

Corporate Secretary

Chief Executive Officer

Chief Legal Officer

Compliance Officer

Legal Counsel

Board Secretary

Corporate Governance Officer

Chairman of the Board

Director

Company President

Vice President for Legal Affairs

Corporate Communications Manager

Investor Relations Manager

Risk Management Officer

Administrative Officer

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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