Resolution Of Shareholders Meeting Template for Philippines

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Key Requirements PROMPT example:

Resolution Of Shareholders Meeting

"I need a Resolution of Shareholders Meeting for our Philippine corporation's annual meeting scheduled for March 15, 2025, which will cover the approval of our financial statements, declaration of dividends, and appointment of new board members."

Document background
The Resolution of Shareholders Meeting is a crucial corporate document required under Philippine law to formally document decisions made by shareholders during regular or special meetings. It is governed by the Revised Corporation Code of the Philippines and various SEC regulations, which set forth specific requirements for content, format, and filing. This document is essential for maintaining corporate records, demonstrating compliance with legal requirements, and providing evidence of properly authorized corporate actions. It must be prepared whenever shareholders make significant decisions about the corporation's affairs, such as changes in capital structure, major business transactions, or amendments to corporate documents. The resolution serves as a legal reference point for future corporate actions and may be required by various stakeholders, including regulatory bodies, banks, and business partners.
Suggested Sections

1. Title and Date: Formal title of the resolution document, including corporation name, type of meeting (regular/special), and date of meeting

2. Meeting Details: Time, venue, and mode of meeting (physical/virtual/hybrid) as per SEC guidelines

3. Attendance and Quorum: List of shareholders present (in person or by proxy) and confirmation of quorum requirements being met

4. Notice and Call: Confirmation that proper notice was given as required by law and corporate by-laws

5. Agenda Items: Clear statement of the matters to be discussed and voted upon

6. Resolutions: Detailed presentation of each resolution, including the exact text of what was proposed and voted upon

7. Voting Results: Record of votes cast for each resolution (for, against, abstain) and whether the resolution was carried

8. Certification: Formal certification by the Corporate Secretary and Chairman of the meeting

Optional Sections

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

2. Dissenting Opinions: Record of any formal dissent from shareholders, included when there are significant opposing views

3. Related Party Disclosures: Required when resolutions involve transactions with related parties

4. Compliance Statements: Additional statements confirming compliance with specific regulations, included when dealing with regulated matters

5. Delegation of Authority: Section authorizing specific officers to implement the resolutions, used when execution requires specific delegated powers

Suggested Schedules

1. Attendance Sheet: Detailed list of all shareholders present, including their shareholdings and percentage of ownership

2. Proxy Forms: Copies of valid proxy forms submitted by shareholders who participated through representatives

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

4. Notice of Meeting: Copy of the notice sent to shareholders and proof of service

5. Presentation Materials: Copies of any presentations or materials shown during the meeting

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

Banking and Finance

Real Estate

Manufacturing

Technology

Retail

Energy

Transportation

Healthcare

Telecommunications

Mining

Agriculture

Construction

Education

Professional Services

Media and Entertainment

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board Support

Corporate Governance

Investor Relations

Risk Management

Finance

Executive Office

Corporate Communications

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Executive Officer

Board Chairman

Chief Legal Officer

Corporate Governance Officer

Board Director

Company President

Vice President for Legal Affairs

Corporate Communications Director

Investor Relations Manager

Risk Management Officer

Chief Financial Officer

Corporate Planning 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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