Resolution Of The Sole Shareholder Template for Philippines

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Key Requirements PROMPT example:

Resolution Of The Sole Shareholder

"I need a Resolution of the Sole Shareholder for TechPro Solutions Inc. to authorize a capital increase from PHP 5 million to PHP 10 million, to be effective March 15, 2025, and to appoint new corporate officers."

Document background
The Resolution of the Sole Shareholder is a fundamental corporate governance document used in Philippine corporations where all shares are owned by a single shareholder. This document type emerged from the need to streamline decision-making processes in single-owner corporations while maintaining proper corporate documentation and compliance. Under Philippine law, particularly the Revised Corporation Code, such resolutions carry the same weight as decisions made in regular shareholder meetings. The document is commonly used for major corporate actions such as capital increases, amendment of articles of incorporation, election of directors, approval of major transactions, or any other decisions requiring shareholder approval. It must be properly documented and may require submission to the Securities and Exchange Commission (SEC) depending on the nature of the resolution. The format and content must comply with Philippine corporate law requirements and may need notarization for certain types of corporate actions.
Suggested Sections

1. Title and Date: Formal title of the resolution identifying it as a Sole Shareholder Resolution, including the complete legal name of the corporation and the date of the resolution

2. Introduction: Identifies the sole shareholder, confirms their authority, and states their shareholding percentage/amount

3. Recitals: Background information explaining why the resolution is necessary, usually preceded by 'WHEREAS' clauses

4. Resolution Statement: The formal 'RESOLVED' statement(s) clearly stating the decision(s) being made by the sole shareholder

5. Implementation Authority: Authorization for specific officers or representatives to implement the resolution and execute necessary documents

6. Certification: Statement certifying that this is a valid resolution of the sole shareholder

7. Signature Block: Space for the sole shareholder's signature, name, and date of signing

Optional Sections

1. Corporate Secretary Attestation: Additional certification by the Corporate Secretary, used when required for specific corporate or regulatory purposes

2. Notarial Acknowledgment: Notarization section, required when the resolution needs to be publicly recorded or used for certain government transactions

3. Additional Recitals: Extra background information when the resolution involves complex transactions or multiple related decisions

4. Conditions Precedent: Section specifying any conditions that must be met before the resolution becomes effective, used for complex corporate actions

5. Regulatory Compliance Statement: Additional statements confirming compliance with specific laws or regulations, used when the resolution involves regulated matters

Suggested Schedules

1. Schedule A - Supporting Documents: List of relevant documents referenced in the resolution (e.g., share certificates, previous resolutions)

2. Schedule B - Corporate Information: Details of the corporation including registration number, registered address, and other relevant corporate information

3. Appendix 1 - Terms of Approved Transaction: Detailed terms of any transaction being approved, if applicable

4. Appendix 2 - Powers of Attorney: If the resolution includes delegation of authority, detailed scope of powers granted

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

Technology

Manufacturing

Real Estate

Retail

Professional Services

Healthcare

Energy

Transportation

Construction

Agriculture

Mining

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Executive Office

Finance

Administrative

Board of Directors

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Managing Director

Board Director

Company President

Corporate Governance Officer

Legal Manager

General Counsel

Company Director

Administrative Officer

Business Owner

Executive 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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