What Is a Board Resolution?
A Board Resolution is a formal written record of a decision adopted by a corporation's Board of Directors at a meeting where a quorum was present. It is also known as a corporate resolution or a directors' resolution.
It authorizes specific corporate acts — opening a bank account, designating signatories, entering into a contract, borrowing money, or appointing officers — and is certified correct by the Corporate Secretary. Third parties such as banks, the SEC, the BIR, and registries rely on it as proof that the corporation has duly authorized the act.
When a Corporation Needs a Board Resolution
- Opening a corporate bank account and designating authorized signatories
- Authorizing a representative to sign contracts or transact on the corporation's behalf
- Borrowing or granting security — loans, credit lines, mortgages
- Entering into major contracts — leases, supply agreements, joint ventures
- SEC, BIR, and government filings that require proof of board authority
Required Elements of a Board Resolution
- Corporate identity — name, SEC registration number, and principal office
- Quorum recital — that the Board met (regular or special) with a quorum present and acting throughout
- WHEREAS recitals — the background and rationale for the resolution
- RESOLVED clauses — the operative decisions, clearly worded
- Date and place of adoption
- Corporate Secretary's certification — and, where useful, attestation by the Chairperson/President
- Notarization — when required by a bank, the SEC, or another third party
Free Board Resolution Template
RESOLUTION NO. 2026-01, Series of 2026
At a regular meeting of the Board of Directors of ABC Trading Corporation, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with SEC Registration No. CS201912345 and principal office at Unit 5, 123 Salcedo Street, Barangay Bel-Air, Makati City, duly called and held on January 10, 2026 at the principal office of the Corporation, at which a quorum was present and acted throughout, the following resolution(s) were unanimously adopted:
WHEREAS, the Corporation intends to open and maintain a corporate bank account for its day-to-day operations;
WHEREAS, the Board of Directors finds it in the best interest of the Corporation to authorize a signatory for the said account;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation be authorized to open and maintain a checking account with a bank of good standing, and to designate its authorized signatories therefor;
RESOLVED FURTHER, that Atty. Jose Manalo, the Corporate Secretary, be authorized to represent the Corporation and to sign, execute, and deliver all documents necessary to give effect to the foregoing resolution;
ADOPTED this January 15, 2026 at Makati City, Philippines.
CERTIFIED CORRECT:
ATTESTED BY:
SUBSCRIBED AND SWORN to before me this January 15, 2026 at Makati City, Philippines, by the above-named Corporate Secretary, affiant exhibiting to me his/her competent evidence of identity.
PTR No.
IBP No.
Roll No.
MCLE Compliance No.
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Unlock & Generate — ₱199 or get All-Access — ₱999/30 daysHow to Draft a Board Resolution
- Confirm the meeting and quorum. A valid resolution requires a meeting with a quorum present and acting throughout — recite this clearly.
- Set out the background in WHEREAS clauses. Explain why the Board is acting.
- Word the RESOLVED clauses precisely. State exactly what is authorized and who is empowered to act. Use "RESOLVED FURTHER" for additional operative clauses.
- Identify the corporation properly. Include the SEC registration number and principal office.
- Have the Corporate Secretary certify it. Add the Chairperson's attestation where useful.
- Notarize when required. Banks, the SEC, and registries usually require notarization or an accompanying Secretary's Certificate.
Board Resolution vs. Secretary's Certificate
These two corporate documents work together but are not the same. The Board Resolution is the Board's actual decision. The Secretary's Certificate is the Corporate Secretary's sworn statement certifying that the resolution was duly passed and remains in effect. Banks and registries often ask specifically for the Secretary's Certificate as the proof they file — but the authority always traces back to the Board Resolution. For many transactions, you will prepare both.