What Is a Board Resolution? Requirements and E-Notarization in the Philippines

A board resolution is a formal written record of a decision made by a corporation’s board of directors during a properly convened board meeting. Under the Revised Corporation Code (RA 11232), board resolutions authorize corporate actions and serve as evidence that the board has approved specific transactions or decisions.

When Board Resolutions Are Required

Board resolutions are required for a wide range of corporate actions, including:

• Opening or closing bank accounts
• Authorizing officers to sign contracts, loans, or other agreements
• Appointing or removing officers
• Declaring dividends
• Approving major transactions (mergers, acquisitions, asset sales)
• Amending the Articles of Incorporation
• Filing reports with the SEC (General Information Sheet, annual reports)
• Authorizing litigation or settlement of claims
• Granting powers of attorney to represent the corporation

In practice, banks, government agencies, and contractual counterparties routinely require certified copies of board resolutions as proof that the person acting on behalf of the corporation is properly authorized.

What a Board Resolution Contains

A typical Philippine board resolution includes:

1. Heading – The corporation’s name and a resolution number or reference
2. Recitals (“Whereas” clauses) – Background and reasons for the resolution
3. Resolving clause (“Resolved”) – The specific action being authorized
4. Signature block – The corporate secretary’s certification that the resolution was duly adopted
5. Meeting details – Date, time, and place of the meeting; confirmation of quorum
6. Certification – Often in the form of a secretary’s certificate

Board Resolutions and Notarization

Many uses of board resolutions require a notarized secretary’s certificate attesting that the resolution was validly adopted. This notarization requirement is what creates the traditional logistical burden:

Traditional process:

1. Board meets and adopts resolution
2. Corporate secretary drafts the resolution and secretary’s certificate
3. Documents are printed
4. Corporate secretary signs the certificate
5. A messenger carries the documents to a notary public
6. The notary notarizes the secretary’s certificate
7. The notarized document is delivered to the bank, SEC, or counterparty

With e-notarization:

1. Board meets (can include remote participants under Section 49 of the Revised Corporation Code)
2. Corporate secretary drafts the resolution and certificate electronically
3. Corporate secretary applies their electronic signature
4. The secretary’s certificate is e-notarized through the ENF platform
5. The e-notarized document is delivered electronically

For law firms handling corporate governance for multiple clients, see how e-signatures benefit lawyers.

Requirements for Validity

For a board resolution to be valid under the Revised Corporation Code:

• Quorum – A majority of directors must be present (physically or via remote communication, if allowed by the by-laws)
• Majority vote – The resolution must be approved by a majority of the directors present at a meeting where there is quorum
• Special majority – Certain actions (e.g., amending the Articles of Incorporation, approving mergers) require the vote of at least 2/3 of the entire board
• Proper notice – Meeting must have been called with proper notice as required by the by-laws

Common Issues and Disputes

Board resolution disputes arise from:

• Lack of quorum at the meeting
• Improper notice of the meeting
• Unauthorized persons acting under a resolution
• Forged signatures on the resolution or secretary’s certificate
• Outdated resolutions used for current transactions

E-notarization and audit trails address several of these risks by creating a verifiable, timestamped record of the resolution’s execution and authentication.

Related Terms

• Secretary’s Certificate
• Corporate Secretary
• Articles of Incorporation
• Revised Corporation Code (RA 11232)
• E-Notarization

NotarialOS streamlines the board resolution workflow – from drafting to e-signing to e-notarizing the secretary’s certificate – all in a single SC-compliant platform.