Condominium Corporation Resolution (Philippines)
[Corporation Name]
SEC Registration No. [SEC Number]
[Corporation Address]
[Resolution Number]
BOARD OF DIRECTORS RESOLUTION
At a [Meeting Type] of the Board of Directors of [Corporation Name] duly held on [Meeting Date], with [Directors Present], the following resolution was adopted:
[Recitals]
NOW, THEREFORE, BE IT RESOLVED, AS IT IS HEREBY RESOLVED, that:
[Resolution Text]
[Authorized Officer] is hereby authorized and directed to implement and carry out the foregoing resolution and to sign all documents, contracts, and instruments necessary for its implementation.
Vote: [Vote Count]
SECRETARY'S CERTIFICATION
I, [Secretary Name], Corporate Secretary of [Corporation Name], hereby certify that the foregoing is a true and accurate copy of the resolution adopted by the Board of Directors at its [Meeting Type] held on [Meeting Date], at which a quorum was present and acting throughout.
[Secretary Name]
Corporate Secretary
[President Name]
Board President
SUBSCRIBED AND SWORN to before me this _____ day of __________, _____.
NOTARY PUBLIC
Corporate Secretary
________________
Signature
Board President
________________
Signature
What Is a Condominium Corporation Resolution (Philippines)?
A Condominium Corporation Resolution in the Philippines records the parties' agreement in writing, defining what each is required to do and the consequences if they do not.
Every condominium project covered by RA 4726 must have a Condominium Corporation registered with the Securities and Exchange Commission (SEC) under the Revised Corporation Code of the Philippines (Republic Act No. 11232, 2019). The SEC has jurisdiction over all condominium corporations as non-stock corporations under Section 87 of RA 11232, including SEC Memorandum Circular No. 6-2004 which provides specific guidelines for condo corporation governance, reporting, and meetings. Annual SEC General Information Sheets (GIS) and Audited Financial Statements (AFS) filed by the condo corporation must reflect the decisions made in board resolutions for the fiscal year covered.
Condominium Corporation Resolutions are required for decisions including: imposition of monthly dues and special assessments on unit owners under Section 6 of RA 4726; award of property management contracts to a licensed Property Manager (licensed by the Professional Regulation Commission under RA 9646 or supervised by the Housing and Land Use Regulatory Board under PD 957 as amended by RA 7899); adoption and amendment of House Rules and Restrictions under the Master Deed and Declaration of Restrictions (MDR); approval of the annual budget and financial statements; and authorization of officers to sign contracts, open bank accounts, and represent the corporation in legal proceedings.
Under SEC Memorandum Circular No. 6-2004, Condominium Corporation Resolutions must be recorded in the Minutes of Board of Directors Meetings, signed by the Corporate Secretary and all directors present. The minutes must be kept in the corporate records and made available to unit owners who request inspection under Section 74 of RA 11232 (Revised Corporation Code).
For condominium projects registered with the Human Settlements Adjudication Commission (HSAC, formerly HLURB under RA 11201), material decisions of the Condominium Corporation — such as amendments to the Master Deed, imposition of special assessments, and termination of property management contracts — must be reported to the HSAC as the regulator of subdivision and condominium projects under PD 957.
The legal framework governing the Condominium Corporation Resolution (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 Condominium Corporation Resolution (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Property Registration Decree (PD 1529) sets the foundational requirements.
When Do You Need a Condominium Corporation Resolution (Philippines)?
A Condominium Corporation Resolution in the Philippines is needed for any decision of the Board of Directors that must be documented in writing to be legally effective and auditable by the SEC, HSAC, or individual unit owners.
A Board Resolution is needed when the Condominium Corporation decides to impose a special assessment on all unit owners for a major common area repair — such as elevator modernization, roof replacement, or lobby renovation — beyond the regular monthly dues. Under Section 6 of RA 4726, unit owners are jointly responsible for common areas, and special assessments must be authorized by a board resolution stating the purpose, total amount, and allocation formula.
A Board Resolution is required when the Condominium Corporation awards or renews a property management contract to a real estate service practitioner licensed under RA 9646 (Real Estate Service Act). The SEC and HSAC require a board resolution authorizing the contract and naming the property management firm and the terms of engagement.
A Board Resolution is needed when the Condominium Corporation opens or closes a corporate bank account with a BSP-supervised bank, designates authorized signatories, or changes the signatory requirements — banks require a certified true copy of the board resolution for all account opening and signatory change transactions.
A Board Resolution is required when the Condominium Corporation authorizes an officer — typically the President or Corporate Secretary — to sign a legal document, file a court case, execute a contract, or appear before a government agency (LGU, BIR, HSAC, SEC) on behalf of the corporation.
A Board Resolution is needed when the Condominium Corporation amends the House Rules and Restrictions — such as changing pet policies, parking allocation rules, move-in/move-out fees, or guest policies — which affect the rights and obligations of all unit owners under the Master Deed and Declaration of Restrictions registered with the Register of Deeds.
A Board Resolution is required when the Condominium Corporation decides to institute legal action against a delinquent unit owner for unpaid association dues under Rule 60 of the Rules of Court (replevin) or an ordinary civil action for sum of money before the appropriate court.
What to Include in Your Condominium Corporation Resolution (Philippines)
A valid Condominium Corporation Board Resolution in the Philippines must contain the following elements to be legally effective under RA 4726, RA 11232 (Revised Corporation Code), and SEC Memorandum Circular No. 6-2004.
Corporate Identity: Full legal name of the Condominium Corporation as registered with the SEC, the SEC Registration Number, the address of the principal office (the condominium property address), and the date the corporation was incorporated. The corporation's name typically follows the format '[Project Name] Condominium Corporation' per RA 4726.
Meeting Details: Date, time, and place of the Board of Directors meeting; whether it was a regular meeting (per the schedule in the By-Laws) or a special meeting called by the President or a majority of the board; statement of the quorum — under Section 52 of RA 11232, a majority of directors constitutes a quorum for board meetings.
Recitals — Whereas Clauses: Background statements explaining the factual and legal basis for the resolution: the problem or need being addressed, the legal authority of the board to act, and any prior resolutions, contracts, or events leading to the need for the resolution. Clear recitals protect the resolution from challenge as ultra vires.
Resolving Clause: The operative words 'BE IT RESOLVED, AS IT IS HEREBY RESOLVED' followed by the specific action being authorized or decided — the action must be specific and unambiguous. For financial decisions, state the exact amount, purpose, payment schedule, and source of funds. For personnel decisions, state the name, position, and terms of appointment or termination.
Vote Count: The number of directors present, the number who voted in favor, the number who voted against, and the number who abstained. Under Section 53 of RA 11232, decisions of the board are made by a majority vote of directors present constituting a quorum. For certain major decisions (amendment of articles, increase of capital), a higher threshold may be required.
Signatures: Signatures of the Corporate Secretary (who certifies the resolution as a true record of the board's action) and of the Chairman or President. The Corporate Secretary's certification under Section 74 of RA 11232 is required for the resolution to be presented to third parties such as banks, the SEC, or courts.
SEC-Required Attachments: For resolutions filed with the SEC (e.g., amendment of By-Laws, change of registered address, election of new officers), attach the signed Minutes of Meeting and, for major amendments, a Secretary's Certificate and notarized affidavit of the Corporate Secretary attesting to the genuineness of the resolution.
Additional compliance elements for a Condominium Corporation Resolution (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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note = {Free legal document template. Based on Property Registration Decree (PD 1529)}
}Frequently Asked Questions
A Condominium Corporation under Philippine law is a non-stock, non-profit corporation established under the Condominium Act (Republic Act No. 4726, 1966) and registered with the Securities and Exchange Commission (SEC) under the Revised Corporation Code (Republic Act No. 11232, 2019) to manage and administer the common areas of a condominium project. Under Section 9 of RA 4726, membership in the Condominium Corporation is automatic for all unit owners — each unit owner is a member by virtue of unit ownership, and membership is appurtenant to the unit (it cannot be sold or transferred separately from the condominium unit). The Condominium Corporation holds title to the land and common areas in trust for the unit owners, or alternatively, the master deed may provide that the developer holds title to the land while the corporation manages the common areas. The corporation is governed by a Board of Directors elected by unit owners who are members in good standing (not delinquent in dues) under the corporation's By-Laws. The SEC has jurisdiction over condo corporations as non-stock corporations, while the Human Settlements Adjudication Commission (HSAC) regulates the corporation's compliance with PD 957 (Subdivision and Condominium Buyer's Protective Decree) on behalf of unit buyers.
A Condominium Corporation in the Philippines may impose special assessments on unit owners for expenses beyond the regular monthly dues, provided the assessment is authorized by a Board of Directors Resolution and, for large assessments, approved by the required number of unit owners at a general membership meeting. Under Section 6 of the Condominium Act (RA 4726), each unit owner is bound to contribute to the expenses of administration, maintenance, and repair of the common areas in proportion to the unit owner's interest in the common areas as defined in the Master Deed. The By-Laws typically specify the voting threshold required to impose a special assessment — commonly a majority vote of unit owners in good standing at a duly constituted general membership meeting. The Board Resolution imposing the special assessment must specify: the purpose (specific repair, upgrade, or contingency reserve); the total amount; the allocation formula (typically based on the unit owner's floor area ratio relative to total project floor area); the payment schedule; and the consequence of non-payment (late fees, suspension of privileges, or legal action). Persistent non-payment of dues and assessments entitles the Condominium Corporation to file a collection suit before the MTC or RTC depending on the amount, and the corporation may also enforce a lien on the unit under Section 20 of RA 4726.
A Condominium Corporation under the Condominium Act (RA 4726) and a Homeowners Association under the Magna Carta for Homeowners and Homeowners Associations (RA 9904) are both organizations that manage shared property, but they differ in legal character, applicable law, and regulating agency. A Condominium Corporation is a corporation registered with the Securities and Exchange Commission (SEC) under RA 11232 — its primary regulator is the SEC for corporate governance matters and the Human Settlements Adjudication Commission (HSAC) for buyer protection matters. Membership is automatic for all unit owners by law under Section 9 of RA 4726. A Homeowners Association under RA 9904 is an association (not a corporation) that manages a subdivision project — its primary regulator is the HSAC under RA 11201. Membership in a homeowners association under RA 9904 is voluntary, and the Supreme Court in Sta. Clara Homeowners Association v. Spouses Gaston (G.R. No. 141961, January 23, 2002) confirmed that homeowners cannot be compelled to join a homeowners association. Condominium Corporations hold title to or manage vertical (multi-floor building) common areas, while homeowners associations manage horizontal (subdivision lot) common areas.
The quorum requirement for a Condominium Corporation Board of Directors meeting in the Philippines is governed by Section 52 of the Revised Corporation Code (Republic Act No. 11232, 2019): a majority of the total number of directors as fixed in the Articles of Incorporation constitutes a quorum for the transaction of corporate business at a board meeting. For example, if the By-Laws fix the board at 7 directors, a quorum requires at least 4 directors to be present. Decisions of the board require a majority vote of those present at a meeting with a quorum — meaning 3 of 4 directors, or 3 of 5 directors. The By-Laws of a Condominium Corporation may prescribe a higher quorum or voting threshold for specific decisions — such as requiring a two-thirds vote for special assessments above a threshold amount or for termination of the property management contract. Directors may participate in board meetings through remote communication (teleconference, video conference) under Section 52 of RA 11232, which updated the old Corporation Code to allow teleconferencing, provided the participation is confirmed in the minutes. A board resolution passed without a quorum is void and of no legal effect, exposing the corporation to liability for actions taken based on an invalid resolution.
A Condominium Corporation Board of Directors Resolution does not require notarization to be legally valid as an internal corporate document under the Revised Corporation Code (RA 11232) or the Condominium Act (RA 4726). However, a Secretary's Certificate — the Corporate Secretary's certification that the resolution was duly adopted by the board — is commonly notarized when the resolution is presented to third parties such as banks (for account opening), the Securities and Exchange Commission (for filings), the Bureau of Internal Revenue (BIR) for tax purposes, or courts (as a supporting document in legal proceedings). The SEC requires notarized Secretary's Certificates for certain filings, including amendments to the Articles of Incorporation, changes of corporate name, and election of new officers. Banks typically require a notarized Secretary's Certificate when the resolution authorizes the opening of accounts or changes in authorized signatories. The HSAC may require notarized resolutions when they are submitted as part of administrative complaints or compliance reports. For international transactions — such as contracts with foreign property management companies or remittances under Bangko Sentral ng Pilipinas (BSP) foreign exchange regulations — apostilled corporate documents including board resolutions may be required under the Apostille Convention (Hague Convention of October 5, 1961), to which the Philippines acceded in 2019.
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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