Board Resolution For Loan To Director for the United Kingdom

Board Resolution For Loan To Director Template for United States

A Board Resolution for Loan to Director is a formal document under U.S. corporate law that records the board's approval of a loan to be extended to a company director. This document outlines the terms and conditions of the loan, including amount, interest rate, repayment schedule, and any security arrangements. It ensures compliance with corporate governance requirements, fiduciary duties, and relevant state and federal regulations regarding related-party transactions.

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What is a Board Resolution For Loan To Director?

A Board Resolution For Loan To Director is a crucial governance document used when a company plans to extend credit to one of its directors. This document is particularly important in the United States where related-party transactions face careful scrutiny under both state and federal laws. The resolution must demonstrate that the loan serves a legitimate business purpose, is made on arms-length terms, and has been properly approved by disinterested directors. It typically includes detailed loan terms, compliance considerations, and may require specific disclosures if the company is publicly traded. This document helps protect the company and its directors from potential liability while ensuring transparency and proper corporate governance.

What sections should be included in a Board Resolution For Loan To Director?

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

2. Recitals: Background information explaining the purpose and context of the loan

3. Director Identification: Details of the director receiving the loan including full name, position, and relationship to the company

4. Loan Terms: Specific details about loan amount, interest rate, repayment schedule, and other material terms

5. Resolution Statement: Formal declaration of board approval and authorization of the loan

6. Certification: Secretary's certification of the resolution's authenticity and confirmation it was properly passed

What sections are optional to include in a Board Resolution For Loan To Director?

1. Conflicts Declaration: Statement regarding interested directors and their exclusion from voting process

2. Security/Collateral: Details of any security or collateral arrangements for the loan

3. Regulatory Compliance: Specific references to regulatory requirements and confirmations of compliance

What schedules should be included in a Board Resolution For Loan To Director?

1. Loan Agreement: Detailed loan terms and conditions in a separate agreement

2. Security Documents: Documentation of any collateral or security arrangements for the loan

3. Director's Undertaking: Written acknowledgment and acceptance of loan terms by the director

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Industries

Corporate Law: Compliance with Delaware General Corporation Law (if Delaware corporation), state-specific corporation laws where the company is incorporated, and company's Articles of Incorporation and Bylaws

Securities Laws: Adherence to Securities Exchange Act of 1934 (for public companies), Sarbanes-Oxley Act of 2002 (SOX), and SEC disclosure requirements for related-party transactions

Tax Laws: Consideration of Internal Revenue Code Section 7872 regarding below-market loans and IRS regulations concerning loans to officers/directors

Fiduciary Duties: Compliance with duty of care, duty of loyalty, and business judgment rule requirements for board decisions

Banking Regulations: Adherence to Federal Reserve Regulation O (if applicable) and relevant state banking regulations

Corporate Governance Requirements: Compliance with stock exchange listing requirements (if publicly traded) and corporate governance best practices

Documentation Requirements: Preparation of written loan agreement with fair market interest rates, clear repayment terms, and adequate collateral/security provisions

Disclosure Requirements: Fulfillment of Form 8-K filing requirements (for public companies), proxy statement disclosures, and annual report disclosures

Teams

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