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Board Resolution For Loan From Shareholder

Board Resolution For Loan From Shareholder Template for Indonesia

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Board Resolution For Loan From Shareholder

"I need a Board Resolution For Loan From Shareholder for my Indonesian technology startup to approve a USD 2 million loan from our major shareholder for expansion into Southeast Asian markets, with the board meeting scheduled for March 15, 2025."

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Document background
A Board Resolution For Loan From Shareholder is a crucial corporate governance document required under Indonesian law when a company seeks to obtain financing from one of its shareholders. This document is necessary to comply with Law No. 40 of 2007 on Limited Liability Companies and OJK regulations, particularly when the loan constitutes a material or affiliated party transaction. The resolution should be used whenever a company plans to accept a loan from a shareholder, regardless of the loan amount, though additional requirements apply for material transactions. It includes details of the board meeting, loan terms consideration, conflict of interest declarations, and specific authorizations for executing the loan documentation. The document serves as evidence of proper corporate governance and protects both the company and its directors by demonstrating that the decision was made in accordance with Indonesian legal requirements and in the company's best interests.
Suggested Sections

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

2. Attendance and Quorum: List of directors present and confirmation that quorum requirements are met as per Articles of Association

3. Background: Brief context explaining the company's need for the loan and the shareholder's willingness to provide it

4. Consideration of Loan Terms: Statement that the Board has reviewed and considered the proposed loan terms

5. Declaration of Interest: Disclosure of any directors' interests in the transaction, especially if they represent the lending shareholder

6. Principal Resolution: The main resolution approving the acceptance of the shareholder loan and its key terms

7. Authorization: Specific authorization for designated directors/officers to execute loan documentation

8. Certification: Certification of the resolution's validity by the Board Secretary or authorized officer

Optional Sections

1. Compliance Statement: Statement confirming compliance with OJK regulations on affiliated party transactions - required if the loan amount meets materiality thresholds

2. Independent Assessment: Reference to independent assessment of loan terms - required for material transactions under OJK regulations

3. Related Resolutions: Additional resolutions related to security arrangements if the loan is to be secured

4. Corporate Benefit Statement: Explicit statement of how the loan serves corporate benefit - recommended for good governance in significant transactions

Suggested Schedules

1. Schedule 1 - Loan Terms: Detailed terms of the shareholder loan including amount, interest rate, repayment schedule, and any special conditions

2. Schedule 2 - Form of Loan Agreement: Draft or final form of the loan agreement to be executed

3. Schedule 3 - Financial Analysis: If required, analysis showing the company's ability to service the loan

4. Appendix A - Meeting Notice: Copy of the notice calling the board meeting

5. Appendix B - Independent Valuation: If required under OJK regulations, independent valuation or fairness opinion on loan terms

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

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alex.den.21@genieai.co
Relevant Industries

Banking & Financial Services

Manufacturing

Technology

Real Estate & Property

Mining & Resources

Retail & Consumer

Infrastructure & Construction

Agriculture & Plantation

Healthcare & Pharmaceuticals

Transportation & Logistics

Energy & Utilities

Telecommunications

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Treasury

Risk Management

Corporate Governance

Board of Directors

Internal Audit

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Director

Company Secretary

Corporate Secretary

Legal Director

Finance Director

Independent Director

Corporate Counsel

Financial Controller

Compliance Officer

Treasury Manager

Legal Manager

Corporate Governance Officer

Risk Management Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The primary legislation governing corporate actions, board powers, and shareholder relationships in Indonesia. Articles 92-96 specifically deal with board of directors' authority and decision-making processes.
OJK Regulation No. 42/POJK.04/2020: Regulation on Affiliated Party Transactions and Certain Material Transactions - relevant for loans from shareholders as they constitute affiliated party transactions.
Indonesian Civil Code (KUHPerdata): Articles 1754-1769 govern lending agreements (perjanjian pinjam-meminjam) and provide basic rules for loan relationships.
Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment Obligations: Relevant for understanding the treatment of shareholder loans in case of company insolvency, as shareholder loans are often subordinated to other debts.
Company Articles of Association: While not legislation, the company's articles must be reviewed as they may contain specific requirements for board resolutions and shareholder loans.
OJK Regulation No. 17/POJK.04/2020: Regulation on Material Transactions and Change of Business Activities - may be relevant if the loan amount meets materiality thresholds.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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