The Corporate Resolution To Sell Stock is a crucial document required under Philippine corporate law when a company intends to sell or transfer shares of its stock. This document is essential for demonstrating proper corporate governance and compliance with the Revised Corporation Code of the Philippines and Securities and Exchange Commission (SEC) regulations. It is typically used when a corporation needs to authorize the sale of treasury shares, newly issued shares, or when facilitating significant stock transfers. The resolution must include specific details about the transaction, such as the number and class of shares, selling price, and designated authorized signatories. It serves as protection for the corporation and its officers while providing necessary documentation for regulatory compliance and stock transfer procedures in the Philippine jurisdiction.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Corporate Information: Full legal name of the corporation, registration details, and principal office address
3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
4. Recitals: Background information explaining the purpose and context of the stock sale
5. Stock Sale Details: Specific details about the shares being sold including number, class, par value, and sale price
6. Board Authorization: Explicit authorization for the stock sale and designation of authorized signatories
7. Compliance Statement: Statement confirming compliance with relevant laws and corporate bylaws
8. Secretary's Certification: Certification by the Corporate Secretary attesting to the accuracy and validity of the resolution
1. Special Conditions: Any specific conditions or restrictions on the stock sale, used when there are particular requirements for the transaction
2. Tax Considerations: Specific mentions of tax obligations and responsibilities, included when tax implications need to be explicitly addressed
3. Right of First Refusal Waiver: Waiver of existing stockholders' right of first refusal, included if such rights exist in the corporate documents
4. Regulatory Approvals: Reference to required regulatory approvals, included when the transaction requires specific regulatory clearance
5. Transfer Restrictions: Details of any transfer restrictions, included when there are limitations on the transfer of shares
6. Power of Attorney: Authorization for specific individuals to execute documents, included when designated representatives need explicit powers
1. Schedule A - Share Details: Detailed information about the shares being sold including certificate numbers and shareholding history
2. Schedule B - Selling Price Calculation: Breakdown of how the selling price was determined, including any valuations
3. Appendix 1 - Board Meeting Minutes: Copy of the relevant portions of the board meeting minutes
4. Appendix 2 - Shareholder Information: Details of the selling shareholders and their current shareholdings
5. Appendix 3 - Corporate Documents: Relevant corporate documents such as Articles of Incorporation and By-laws excerpts
6. Appendix 4 - Required Forms: SEC forms and other regulatory documents required for the stock transfer
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