Resolution Declaring

Cash Dividend
When a corporation earns profits over and above the amount
of its paid-up capital, the stockholders have a right, subject to
certain conditions and limitations, to have such profits set apart
from the general mass of funds of the corporation, and
distribute among them in proportion to their shares or interest
in the corporation.
A domestic corporation in the Philippines would normally
declare dividends to distribute its earnings accumulated through
the unrestricted retained earnings.
Dividends are corporate profits set aside, declared and
ordered by the Board of Directors to be paid to the
stockholders.
Three types dividends that may be distributed
to the stockholders.
1. Cash dividends – are those that are payable in lawful money or
currency.
2. Property dividends – are those that are paid in the form of
property instead of cash.
3. Stock dividend – refer to the corporation’s shares of stock itself or
certificates evidencing it.
Dividend declaration is a discretion of the Board of
Directors. It is the Board of Directors who will decide on
whether or not a dividend declaration will be made.
The authority of the board is usually said to be absolute as
long as they act in the exercise of an honest and impartial
judgment.
Cash Dividend Declaration
1. A Certification under oath by the corporate secretary on the board
resolution declaring the cash dividends.
2. Audited financial statements as of the last fiscal year stamped
received by SEC and BIR.
3. Audited financial statements used as the basis for such declaration
duly stamped received by BIR and SEC, to be submitted also if the
basis is other than item no. 2.
In cash dividend declaration in the Philippines, the stockholders will
receive cash from the corporation in accordance with the board
resolution declaring cash dividends.
Undertaking to Change
Corporation Name
The following steps should be complied with to
effect change or amendment of corporate name:
1. Resolution by at least a majority of the board of directors or trustees.
2. Vote or assent of the stockholders representing at least 2/3 of the outstanding
capital stocks or 2/3 of the members in case of non-stock corporation.
3. Submission and filing of the amendment with the SEC as follows:
a) The original and amended articles together shall contain all the provisions
required by law to be set out in the articles of incorporation.
b) A copy thereof, a duly certified under oath by corporate secretary and a
majority of the directors or trustees stating the fact that such amendment
have been duly approved by the required vote of the stockholders or
member.
c) Favorable recommendation of the appropriate government agency
concerned in the case where the corporation is under its supervision.
The amendment shall take effect upon approval of the SEC
or from the date of filing with the said Commission if not
acted upon within six (6) months from the date of filing for
a cause not attributed to the corporation.
Any change upon a corporate identify or name does not
affect the rights and obligations of the corporation.