A Board Resolution For Loan To Director is a crucial corporate governance document required under Hong Kong law when a company intends to provide a loan to one of its directors. The document is mandated by the Hong Kong Companies Ordinance (Cap. 622), particularly Part 11, which places specific restrictions on loans to directors. The resolution must demonstrate that the board has properly considered the loan terms, confirmed statutory compliance, and acted in the company's best interests. It should include details of the loan amount, interest rate, repayment terms, any security arrangements, and proper authorizations. This document is particularly important as director loans are considered sensitive transactions that require careful scrutiny and proper documentation to ensure compliance with both statutory requirements and corporate governance best practices.
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1. Title and Date: Title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
3. Declaration of Interests: Statement of the borrowing director's interest and their abstention from voting
4. Background: Context of the loan request and purpose
5. Statutory Compliance: Confirmation of compliance with Companies Ordinance requirements regarding loans to directors
6. Loan Terms: Details of the loan amount, interest rate, repayment terms, and security (if any)
7. Board's Consideration: Board's assessment of the loan's terms and impact on company
8. Resolution: The formal resolution text approving the loan and its terms
9. Authorization: Authority granted to specific officers to execute loan documentation
10. Certification: Company secretary's certification of the resolution
1. Previous Resolutions: Reference to any previous relevant board resolutions, used when the loan is an extension or modification of existing arrangements
2. Shareholder Approval: Reference to shareholder approval if required (e.g., for listed companies or based on article requirements)
3. Risk Assessment: Detailed assessment of risks and mitigation measures, recommended for larger loans
4. Legal Opinion: Reference to external legal opinion obtained, recommended for complex or large transactions
5. Related Party Transaction Details: Additional details required for listed companies under Listing Rules
1. Loan Agreement Terms: Detailed terms and conditions of the loan to be approved
2. Security Details: Description of any security or collateral for the loan
3. Financial Assessment: Analysis of the company's financial position and ability to provide the loan
4. Director's Current Loans: Schedule of any existing loans to the director
5. Statutory Declarations: Any required declarations under the Companies Ordinance
Relevant legal definitions
Board
Company
Director
Borrowing Director
Loan Agreement
Companies Ordinance
Articles of Association
Interest Rate
Loan Amount
Security
Repayment Terms
Default Event
Business Day
Hong Kong
Meeting
Resolution
Ordinary Resolution
Special Resolution
Connected Person
Related Party Transaction
Facility
Company Secretary
Corporate Seal
Quorum
Register of Directors' Interests
Encumbrance
Material Interest
Governing Law
Company
Director
Borrowing Director
Loan Agreement
Companies Ordinance
Articles of Association
Interest Rate
Loan Amount
Security
Repayment Terms
Default Event
Business Day
Hong Kong
Meeting
Resolution
Ordinary Resolution
Special Resolution
Connected Person
Related Party Transaction
Facility
Company Secretary
Corporate Seal
Quorum
Register of Directors' Interests
Encumbrance
Material Interest
Governing Law
Clauses
Meeting Details
Quorum Confirmation
Interest Declaration
Statutory Compliance
Loan Terms
Security Arrangements
Interest Rate
Repayment Terms
Board Consideration
Commercial Rationale
Risk Assessment
Company Benefit
Authorization
Execution Authority
Document Preparation
Company Secretary Certification
Related Party Disclosure
Financial Assessment
Legal Compliance
Corporate Powers
Quorum Confirmation
Interest Declaration
Statutory Compliance
Loan Terms
Security Arrangements
Interest Rate
Repayment Terms
Board Consideration
Commercial Rationale
Risk Assessment
Company Benefit
Authorization
Execution Authority
Document Preparation
Company Secretary Certification
Related Party Disclosure
Financial Assessment
Legal Compliance
Corporate Powers
Relevant Industries
Financial Services
Banking
Professional Services
Real Estate
Technology
Manufacturing
Retail
Healthcare
Education
Construction
Hospitality
Transportation
Energy
Communications
Mining
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Corporate Governance
Board Secretariat
Executive Office
Internal Audit
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Compliance Officer
Corporate Secretary
Board Director
Managing Director
Financial Controller
Corporate Governance Officer
Risk Manager
Board Chairman
Executive Director
Non-Executive Director
Independent Director
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