A Board Resolution For Company Name Change is a crucial corporate document required when a Philippine corporation decides to modify its registered business name. This document is necessary under the Revised Corporation Code of the Philippines and must be filed with the Securities and Exchange Commission (SEC). Companies might need this resolution when rebranding, restructuring, entering new markets, or resolving trademark issues. The resolution must include specific details such as the current and proposed company names, the rationale for the change, and proper authorization for corporate officers to proceed with the change. It requires careful drafting to ensure compliance with SEC requirements and must be properly certified by the Corporate Secretary and signed by the authorized board members. This document forms part of the complete application package for company name change and serves as evidence of proper corporate governance in decision-making.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
3. Preamble: Introduction stating the company's current details and the purpose of the resolution
4. Current Name Declaration: Statement of the company's current registered name
5. Proposed Name Declaration: Clear statement of the new proposed company name
6. Rationale: Brief explanation of the reasons for the name change
7. Resolution Statement: Formal resolution text approving the name change
8. Authorization: Empowerment of specific officers to execute necessary documents and file with relevant authorities
9. Secretary's Certification: Certification by the Corporate Secretary that the resolution was duly passed
10. Signatures: Signature block for authorized signatories
1. Regulatory Compliance Statement: Additional declarations regarding compliance with specific SEC requirements, used when operating in regulated industries
2. Transition Period: Details about the implementation timeline of the name change, used when the change needs to be implemented in phases
3. Brand Strategy Reference: Reference to broader rebranding strategy, included when name change is part of larger corporate rebranding
4. Stakeholder Communication: Plans for notifying stakeholders, included when there's a specific communication strategy needed
5. Cost Authorization: Approval of expenses related to the name change, included when significant costs are involved
1. Schedule A - Name Availability Check: Documentation from SEC confirming availability of proposed name
2. Schedule B - List of Required Filings: Checklist of documents to be filed with various government agencies
3. Appendix 1 - Supporting Documents: Copies of relevant supporting documentation (e.g., SEC clearance, trademark search results)
4. Appendix 2 - Implementation Timeline: Detailed timeline for implementing the name change across all corporate documents and materials
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