Shareholder Resolution For Appointment Of Director Template for Philippines

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Key Requirements PROMPT example:

Shareholder Resolution For Appointment Of Director

"I need a Shareholder Resolution for Appointment of Director for our Philippine corporation to appoint Ms. Maria Santos to fill the vacancy left by a retiring director, with the appointment to take effect on March 15, 2025; the company is a private manufacturing corporation."

Document background
The Shareholder Resolution For Appointment of Director is a crucial corporate governance document used in Philippine corporations when appointing new members to the board of directors. It is required under the Revised Corporation Code of the Philippines and must be filed with the Securities and Exchange Commission (SEC) as part of the company's records. This document is typically prepared following a shareholders' meeting where the appointment was approved, whether at an annual general meeting or a special shareholders' meeting. It must include specific details about the appointment, such as the director's credentials, the voting results, and compliance with qualification requirements. The resolution serves multiple purposes: it formally documents the appointment decision, demonstrates compliance with corporate governance requirements, and provides necessary evidence for updating government registrations and corporate records.
Suggested Sections

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

2. Meeting Details: Information about the shareholders' meeting including date, time, venue/mode (physical or virtual), and quorum confirmation

3. Recitals: Background information including company details, basis for the resolution, and reference to relevant articles of incorporation/by-laws

4. Notice and Attendance: Confirmation that proper notice was given and details of shareholders present/represented

5. Resolution Text: The formal resolution text stating the appointment of the director, including full name and effective date

6. Certification: Certification by the Corporate Secretary that the resolution was duly passed

7. Execution Block: Signature blocks for the Chairman, Corporate Secretary, and required shareholders

Optional Sections

1. Resignation Reference: Include when the appointment is to fill a vacancy caused by resignation

2. Term Specification: Include when appointing for a specific term or remaining term of a previous director

3. Special Qualifications: Include when the appointee holds specific qualifications (e.g., independent director status)

4. Voting Results: Include when there's a need to record specific voting numbers or percentages

5. Additional Authorizations: Include when specific persons need to be authorized to file the resolution with SEC or perform related actions

Suggested Schedules

1. Director Information Sheet: Biographical data, qualifications, and other relevant information about the appointed director

2. Acceptance of Appointment: Written acceptance of the appointment by the new director

3. Voting Tally: Detailed breakdown of votes cast (if applicable)

4. Required SEC Forms: Copies of required SEC forms for director appointment

5. Director's Certifications: Required certifications including independence declaration if applicable

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

Retail

Real Estate

Healthcare

Energy

Telecommunications

Transportation

Mining

Agriculture

Construction

Education

Professional Services

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Regulatory Affairs

Corporate Affairs

Executive Office

Relevant Roles

Corporate Secretary

Compliance Officer

Legal Counsel

Board Secretary

Chief Legal Officer

Corporate Governance Officer

CEO

Chairman of the Board

Director

Company Secretary

Legal Manager

Corporate Affairs Manager

Regulatory Compliance Manager

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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