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Corporate

Board resolution template (corporation)

Major corporate acts need board approval under the Revised Corporation Code; attach a secretary's certificate when dealing with banks/SEC/RD.

Meeting or written assent

Follow AOI/bylaws and RCC for notice, quorum, and voting.

Resolution body

Recitals, resolved clauses, authorized signatories, effectivity.

Secretary's certificate

Certifies that the resolution was duly adopted — often notarized.

Sources

Last reviewed November 9, 2026. Laws, rules and Bar Bulletins change; if a source above has been amended or superseded, the official text controls.

Board resolution template (corporation) — FAQ

OPC?

One Person Corporation uses written resolutions of the single stockholder/director.

Conflicted director?

RCC conflict rules — disclose/recuse as required.

ocoai?

SEC papers / resolution builders.

Board resolution template (corporation) | ocoai