Board Resolution for Real Estate Transaction (Philippines)
BOARD RESOLUTION
[Corporate Name] (SEC Reg. No. [SEC Reg. No.])
Authorization for Real Estate Transaction
I, [Corporate Secretary Name], Corporate Secretary of [Corporate Name], with principal office at [Principal Office], hereby certify that at a meeting of the Board of Directors duly held on [Board Meeting Date], at which a quorum was present and acting throughout, the following resolutions were duly adopted:
RESOLVED, that [Corporate Name] be, and hereby is, authorized to proceed with the following real estate transaction:
Transaction Type: [Transaction Type]
Property: [Property Description]
Title: [TCT Number]
Amount: [Transaction Amount]
Counterparty: [Counterparty Name]
RESOLVED FURTHER, that [Authorized Officer] is hereby authorized and empowered, for and on behalf of [Corporate Name], to negotiate and finalize the terms of the transaction; to execute and deliver the Deed of Absolute Sale, Deed of Real Estate Mortgage, Contract of Lease, or other relevant instrument; to pay all applicable taxes and fees including documentary stamp tax, transfer tax, registration fees, and notarial fees; to file all required applications at the Bureau of Internal Revenue and the Registry of Deeds; and to execute all other documents and take all other actions necessary to complete the transaction.
RESOLVED FINALLY, that all prior acts done in connection with this transaction are hereby ratified and confirmed.
CERTIFICATION
I hereby certify that the foregoing resolutions were duly adopted at the Board meeting of [Corporate Name] held on [Board Meeting Date], that [Authorized Officer] is a duly elected and incumbent officer, and that these resolutions have not been amended or revoked.
[Corporate Secretary Name]
Corporate Secretary — [Corporate Name]
Corporate Seal: _____________________ (affix seal)
SUBSCRIBED AND SWORN to before me this _____ day of _______________, 20____, at _____________________.
Notary Public: _____________________
Doc. No. _____; Page No. _____; Book No. _____; Series of 20____.
Corporate Secretary
________________
Signature
What Is a Board Resolution for Real Estate Transaction (Philippines)?
A Board Resolution for Real Estate Transaction in the Philippines governs an aspect of the company's affairs, fixing the obligations of directors, shareholders or the company itself.
The legal basis for this requirement flows from two sources: Section 35(h) of RA 11232, which enumerates the power to acquire and dispose of real and personal property as an express corporate power requiring board authorization; and Article 1874 of the Civil Code (Republic Act No. 386), which requires a Special Power of Attorney or equivalent corporate authority for any agent signing a deed of sale or mortgage on behalf of a principal. The Registry of Deeds treats the Board Resolution as the corporation's equivalent of the individual's Special Power of Attorney.
For sales of real property by a corporation, the Board Resolution must specifically identify the property by Transfer Certificate of Title (TCT) or Original Certificate of Title (OCT) number, the lot area, the assessed value, and the agreed sale price. The BIR will not issue a Certificate Authorizing Registration (CAR) — required for title transfer — without a Board Resolution showing that the authorized officer who signed the Deed of Absolute Sale had authority from the board.
For acquisitions of real property, the Board Resolution must authorize payment of the purchase price, execution of the Deed of Absolute Sale, payment of documentary stamp tax (DST) and transfer tax, and the filing for title transfer at the Registry of Deeds. The DST on real property sales is PHP 15.00 per PHP 1,000 of the higher of the consideration or fair market value under Section 196 of the National Internal Revenue Code (NIRC).
The legal framework governing the Board Resolution for Real Estate Transaction (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Board Resolution for Real Estate Transaction (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Board Resolution for Real Estate Transaction (Philippines)?
A Board Resolution for a Real Estate Transaction is required every time a Philippine corporation buys, sells, leases, or mortgages real property registered in the Torrens system under the Land Registration Act (Presidential Decree No. 1529).
The resolution is required when a corporation purchases real property — land, buildings, or condominium units — as an office, warehouse, or investment asset. The Deed of Absolute Sale cannot be notarized or registered at the Registry of Deeds without the Board Resolution authorizing the purchase and naming the officer who will sign.
The resolution is needed when a corporation sells real property it owns, whether to an individual buyer, another corporation, or in connection with a merger or asset acquisition. The BIR's Certificate Authorizing Registration (CAR) processing at the Revenue District Office (RDO) requires the Board Resolution as part of the documentary requirements under Revenue Memorandum Order No. 12-2015.
The resolution is required when a corporation enters a long-term lease agreement — typically leases exceeding one year which must be registered under Section 113 of Presidential Decree No. 1529 — or when acting as a corporate lessor granting lease rights over its real property to tenants.
The resolution is needed when a corporation mortgages its real property as collateral for a bank loan, executing a Real Estate Mortgage (REM) deed under Act No. 3135. The Registry of Deeds will not annotate the REM on the TCT without a Board Resolution specifically authorizing the mortgage.
The resolution is required when a corporation executes a Contract to Sell, Deed of Restriction, Easement Agreement, or other instrument affecting its registered real property, as all such documents require the corporate officer's authority to be evidenced by a certified Board Resolution filed with the Registry of Deeds.
What to Include in Your Board Resolution for Real Estate Transaction (Philippines)
A valid Board Resolution for a Real Estate Transaction in the Philippines must include the following elements to satisfy Registry of Deeds, BIR, and notarial requirements.
Corporate Identification: Full legal corporate name (matching the TCT/OCT registered owner name exactly), SEC Registration Number, TIN, and principal office address. Any discrepancy between the TCT registered owner name and the Board Resolution corporate name will delay processing at the Registry of Deeds.
Property Identification: The complete legal description of the property as it appears on the Transfer Certificate of Title (TCT) or Original Certificate of Title (OCT), including: the TCT/OCT number, the lot number and plan number, the registered area in square meters, and the municipality/city and province where the property is located. For condominium units, include the Condominium Certificate of Title (CCT) number.
Transaction Type and Terms: A clear statement of the nature of the transaction (purchase, sale, lease, mortgage, donation, exchange) and the key commercial terms: the purchase price or loan amount in Philippine pesos (PHP ₱), the mode of payment, and the name of the counterparty (buyer, seller, lessee, mortgagee).
Authorized Officer: The full legal name and position of the officer authorized to sign the Deed of Absolute Sale, Deed of Real Estate Mortgage, Contract of Lease, or other relevant instrument on behalf of the corporation. The authorized officer's name in the Board Resolution must match the signatory on the deed that will be submitted to the BIR and Registry of Deeds.
Scope of Authority: Explicit authorization to negotiate final terms, execute the deed, pay applicable taxes (DST, capital gains tax for sales, transfer tax), file for title transfer or annotation at the Registry of Deeds, and execute any other documents required to complete the transaction.
Board Meeting Formalities: The date, time, place, and quorum confirmation of the board meeting; the vote count; and the Corporate Secretary's sworn certification of the resolution's authenticity and the named officer's incumbency.
Additional compliance elements for a Board Resolution for Real Estate Transaction (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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"Board Resolution for Real Estate Transaction (Philippines) (Philippines)." Forms Legal, 2026, https://forms-legal.com/philippines/business/corporate/board-resolution-real-estate-transaction-philippines.
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note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
}Frequently Asked Questions
Yes. A Board Resolution authorizing a corporate real estate transaction in the Philippines must be notarized before a notary public to be accepted by the Registry of Deeds under Presidential Decree No. 1529 and by the BIR for Certificate Authorizing Registration (CAR) processing. The notarized Board Resolution, together with the notarized deed (Deed of Absolute Sale, Deed of Real Estate Mortgage, or Contract of Lease), are required for the BIR RDO documentary requirements under Revenue Memorandum Order No. 12-2015. The Corporate Secretary's certification must be under oath and notarized. Under the 2004 Rules on Notarial Practice and subsequent Supreme Court circulars, the notary must personally verify the identity of the Corporate Secretary appearing before them with a competent evidence of identity such as a passport or national ID under the Philippine Identification System Act (RA 11055).
No. Even if the President of a Philippine corporation signs the Deed of Absolute Sale, the Registry of Deeds will not process the title transfer and the BIR will not issue the Certificate Authorizing Registration (CAR) without a Board Resolution specifically authorizing the sale. Under Section 35(h) of the Revised Corporation Code (RA 11232), the disposition of real property is an express corporate power that must be exercised by the Board of Directors. The President acting alone, without board authorization, has no authority to bind the corporation to a real property sale. A Deed of Sale signed by the President without a Board Resolution is considered an ultra vires act — binding on the President personally but potentially voidable by the corporation. Buyers and banks accept this risk-protection standard and universally require the Board Resolution before completing a purchase from a corporate seller.
When a Philippine corporation sells real property classified as a capital asset, the transaction is subject to: Capital Gains Tax (CGT) at 6% of the higher of the gross selling price or fair market value (zonal value per BIR Revenue Regulations No. 12-99 or the assessed value, whichever is higher) under Section 27(D)(5) of the National Internal Revenue Code (NIRC); Documentary Stamp Tax (DST) at PHP 15.00 per PHP 1,000 of the consideration or fair market value under Section 196 of the NIRC; Local Transfer Tax of 0.5% to 0.75% of the consideration under the Local Government Code (RA 7160); and Registration fees at the Registry of Deeds based on the LRA fee schedule. If the property is ordinary asset of the corporation (held for sale in the ordinary course of business, as in real estate developers), the sale is subject to regular corporate income tax at 25% under the CREATE Act (RA 11534) rather than CGT, plus 12% VAT under Section 106 of the NIRC for sales by VAT-registered real estate dealers.
A Philippine corporation may acquire private land only if at least 60% of its capital stock is owned by Filipino citizens or Philippine-registered corporations meeting the Filipino ownership threshold, as mandated by Article XII, Section 7 of the 1987 Philippine Constitution and the Anti-Dummy Law (Commonwealth Act No. 108). Foreign nationals and foreign corporations with more than 40% foreign equity cannot own private land in the Philippines. However, foreign-majority-owned corporations may lease private land for up to 50 years, renewable for another 25 years, under Republic Act No. 7652 (Investor's Lease Act). Foreign-majority-owned corporations may also own condominium units under the Condominium Act (RA 4726), provided that foreigners do not own more than 40% of the total and outstanding capital stock of the condominium corporation. The Board Resolution authorizing real property acquisition by a corporation with foreign equity must include a certification that the acquisition complies with the Constitution and applicable foreign equity restrictions.
A Board Resolution for Real Estate Transaction (Philippines) does not legally require a lawyer in Philippines, and individuals and businesses may draft and execute the document independently. The Revised Corporation Code (RA 11232, 2019) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Philippines lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of the Philippines has jurisdiction over disputes arising from this type of document, and Securities and Exchange Commission (SEC Philippines) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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