A Board Resolution For Issue Of Convertible Notes is a crucial corporate governance document used when an Australian company seeks to raise capital through convertible debt instruments. This document is typically required when a company wants to secure funding while offering investors the option to convert their debt into equity at a later date. The resolution must comply with Australian corporate law, particularly the Corporations Act 2001, and may require consideration of ASX Listing Rules for public companies. It details the board's deliberation and approval of the note terms, ensures proper authorization for execution, and provides evidence of corporate governance compliance. This document is particularly important for startups and growing companies seeking alternative funding sources, as well as established companies looking to restructure their capital or fund specific projects.

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Present: List of directors present at the meeting and confirmation of quorum

3. Chair: Appointment/confirmation of meeting chair

4. Tabling of Documents: Documents presented to the board for consideration

5. Background: Context for the proposed convertible note issuance, including commercial rationale

6. Declarations of Interest: Directors' declarations of any interests in the proposed resolution

7. Key Terms of Convertible Notes: Essential terms including face value, conversion price, interest rate, maturity date

8. Consideration of Legal Requirements: Confirmation of compliance with Corporations Act and other relevant legislation

9. Financial Impact: Statement on the financial impact of the note issuance on the company

10. Resolutions: Formal resolutions approving the note issuance and related matters

11. Authorizations: Authority granted to specific officers to execute documents and take necessary actions

12. Closure: Formal closing of the meeting and signature block