A Corporate Resolution To Sell (Real Estate) is a crucial document required under Philippine law when a corporation intends to sell real property. This formal instrument demonstrates that the board of directors has properly authorized the sale in accordance with the Revised Corporation Code of the Philippines and corporate bylaws. The resolution is necessary for establishing corporate authority in property transactions, protecting stakeholder interests, and ensuring compliance with regulatory requirements. It typically includes specific details about the property, sale terms, authorized representatives, and any conditions attached to the transaction. This document is particularly important for title transfers and serves as evidence of proper corporate approval for external parties such as buyers, banks, and government agencies.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Corporate Details: Full legal name of the corporation, registration number, and registered address
3. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
4. Recitals: Background information explaining the context and purpose of the resolution
5. Property Description: Detailed description of the real estate property including location, boundaries, and title details
6. Transaction Details: Specific terms of the sale including price, payment terms, and any conditions
7. Authority Grant: Specific powers granted to authorized representatives to execute the sale
8. Authorized Signatories: Names and positions of persons authorized to sign documents related to the sale
9. Certification: Secretary's certification of the resolution's authenticity and approval
1. Special Conditions: Include when there are specific conditions or requirements for the sale
2. Related Party Disclosure: Required when the buyer is related to any board member or officer
3. Stockholder Approval: Include when the property constitutes a substantial portion of corporate assets requiring stockholder approval
4. Government Approvals: Include when specific government permits or approvals are required for the sale
5. Broker Authorization: Include when a real estate broker is involved in the transaction
1. Property Title: Copy of the Transfer Certificate of Title or other property ownership documents
2. Property Tax Clearance: Current real property tax clearance certificate
3. Secretary's Certificate: Certificate verifying the authenticity of the resolution and the authority of signatories
4. Board Meeting Minutes: Minutes of the board meeting where the resolution was approved
5. Property Valuation: Recent appraisal or valuation report of the property
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