A Board Resolution For Entering Into Loan Agreement is a fundamental corporate document required when a Nigerian company seeks to obtain external financing. This document is essential under Nigerian corporate law, particularly CAMA 2020 and CBN regulations, serving as formal evidence that the company's board has properly authorized the borrowing. The resolution typically follows a board meeting where the loan terms are discussed and approved, and it must include specific details about the loan facility, authorized signatories, and any security arrangements. It's a crucial document for legal compliance, corporate governance, and satisfying lender requirements. The resolution must be drafted carefully to ensure it covers all necessary authorizations and complies with both the company's constitutional documents and Nigerian regulatory requirements. This document is particularly important as it protects both the company and the lender by clearly documenting the board's approval and the scope of authority granted for executing the loan agreement.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Present: List of directors present at the meeting, confirming quorum requirements are met
3. Chairperson: Identification of the meeting's chairperson
4. Background: Context of the proposed loan agreement, company's need for financing, and purpose of the loan
5. Review of Loan Terms: Summary of the key terms of the proposed loan agreement including amount, interest rate, tenure, and key conditions
6. Constitutional Authority: Confirmation that the company's constitutional documents permit the borrowing
7. Main Resolution: The formal resolution approving the loan agreement and its terms
8. Authorization: Specific authorization for named officers to execute the loan agreement and related documents
9. Further Actions: Authorization for additional steps necessary to complete the transaction
10. Certification: Statement certifying the resolution as true and accurate, typically signed by the Company Secretary or Chairman
1. Prior Resolutions: Reference to previous board resolutions if this is an amendment or related to earlier financing decisions
2. Security Approval: Required when the loan agreement involves creation of security or charges over company assets
3. Related Party Disclosure: Needed when any directors have interests to declare in relation to the loan transaction
4. Shareholder Approval Reference: Required when the loan amount exceeds thresholds requiring shareholder approval
5. Corporate Seal Authorization: Required when company seal needs to be affixed to loan documents
1. Schedule A - Key Loan Terms: Detailed breakdown of the approved loan terms and conditions
2. Schedule B - Authorized Signatories: List of authorized signatories with their specimen signatures
3. Schedule C - Security Details: If applicable, details of any security or collateral approved for the loan
4. Appendix 1 - Meeting Attendance: Detailed record of all attendees, including directors present in person or by proxy
5. Appendix 2 - Supporting Documents: Copies of relevant supporting documentation referenced in the resolution
Relevant legal definitions
Clauses
Meeting Convening
Quorum Confirmation
Constitutional Authority
Loan Facility Approval
Security Authorization
Signatory Authorization
Document Execution
Further Assurance
Corporate Seal
Certification
Compliance Confirmation
Director's Interest Declaration
Powers of Attorney
Supporting Documentation
Registration and Filing
Quorum Confirmation
Constitutional Authority
Loan Facility Approval
Security Authorization
Signatory Authorization
Document Execution
Further Assurance
Corporate Seal
Certification
Compliance Confirmation
Director's Interest Declaration
Powers of Attorney
Supporting Documentation
Registration and Filing
Relevant Industries
Banking & Finance
Manufacturing
Real Estate
Technology
Energy & Resources
Infrastructure
Healthcare
Agriculture
Telecommunications
Retail & Consumer
Transportation & Logistics
Education
Construction
Relevant Teams
Board
Legal
Finance
Company Secretariat
Corporate Services
Compliance
Risk Management
Treasury
Corporate Governance
Executive Management
Relevant Roles
Board Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Finance Director
Corporate Services Manager
Compliance Officer
Risk Manager
Treasury Manager
Corporate Governance Officer
Managing Director
Executive Director
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