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Members Written Resolution

Members Written Resolution Template for Philippines

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Key Requirements PROMPT example:

Members Written Resolution

"I need a Members Written Resolution for our Philippine corporation to approve the sale of 40% of company assets to ABC Corporation, planned for March 2025, ensuring compliance with SEC requirements and including appropriate voting thresholds for major asset disposal."

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Document background
The Members Written Resolution is a crucial corporate governance tool under Philippine law, specifically authorized by the Revised Corporation Code of the Philippines. This document type is particularly valuable when companies need to obtain shareholder approval efficiently without convening a physical meeting. It's commonly used for routine corporate matters, urgent decisions, or situations where gathering all shareholders in person would be impractical. The resolution must meet specific requirements under Philippine law, including proper circulation to all eligible members, clear statement of the proposed resolution(s), and appropriate voting thresholds. The document typically includes member details, voting records, and necessary corporate authorizations, making it an essential instrument for corporate compliance and governance.
Suggested Sections

1. Company Details: Full legal name of the company, registration number, and registered office address

2. Date: The date on which the resolution is being circulated

3. Title: Clear identification as a Members Written Resolution

4. Circulation Statement: Statement confirming the resolution is being circulated to all eligible members in accordance with the Revised Corporation Code

5. Proposed Resolution(s): Clear and specific statement of each resolution being proposed, numbered if multiple resolutions

6. Voting Requirements: Statement of the required majority needed to pass the resolution(s)

7. Declaration: Statement that the undersigned members agree to the resolution(s)

8. Signature Block: Space for member signatures, including name, number of shares held, and date of signing

Optional Sections

1. Recitals: Background information explaining why the resolution is necessary - include when complex corporate actions need context

2. Definitions: Section defining key terms used in the resolution - include when technical terms or complex concepts are involved

3. Notice Period Waiver: Statement waiving notice period requirements - include when immediate action is required and all members agree

4. Corporate Representative Authorization: For corporate shareholders, authorization of their representative - include when corporate entities are voting

5. Proxy Provisions: Details of any proxy arrangements - include when members are voting by proxy

Suggested Schedules

1. Schedule 1 - Member Information: Complete list of all eligible voting members and their shareholdings

2. Schedule 2 - Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, agreements)

3. Schedule 3 - Voting Results: Tabulation of votes received and confirmation of resolution passage

4. Appendix A - Corporate Secretary's Certificate: Certificate confirming the resolution was properly passed and recorded

5. Appendix B - Legal Requirements Checklist: Checklist confirming compliance with relevant sections of the Revised Corporation Code

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




























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Relevant Industries

Financial Services

Manufacturing

Real Estate

Technology

Retail

Healthcare

Energy

Transportation

Telecommunications

Professional Services

Mining

Agriculture

Construction

Education

Tourism

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Executive Management

Board Administration

Shareholder Relations

Risk Management

Corporate Affairs

Administrative Services

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Board Director

Company President

Corporate Governance Officer

Legal Manager

Shareholder Relations Manager

Risk Management Officer

Managing Director

General Counsel

Company Administrator

Corporate Affairs 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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