A Board Resolution For Loan To Director is a crucial corporate governance document required under Nigerian law when a company intends to provide financial assistance to one of its directors. This document becomes necessary whenever a director requires a loan from the company, whether for personal or business purposes. The resolution must comply with the Companies and Allied Matters Act (CAMA) 2020, which sets out specific requirements for such related-party transactions. It includes details about the loan amount, terms, interest rate, repayment schedule, and any security arrangements. The document serves multiple purposes: it demonstrates corporate governance compliance, provides evidence of board approval, protects the company's interests, and ensures transparency in related-party transactions. It's particularly important in the Nigerian context where regulatory scrutiny of director loans is significant and proper documentation is essential for corporate compliance.
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1. Title and Company Details: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Directors Present: List of directors in attendance and those absent, noting chairman of the meeting
4. Declaration of Interest: Statement by the relevant director declaring their interest in the proposed loan
5. Loan Proposal: Details of the proposed loan including amount, purpose, interest rate, and repayment terms
6. Legal Compliance: Confirmation that the loan complies with CAMA 2020 and other relevant regulations
7. Board Deliberation: Summary of the board's consideration of the loan proposal
8. Resolution: Formal resolution text approving the loan and its terms
9. Authorization: Specific powers granted to execute loan documentation and take necessary actions
10. Certification: Statement certifying the resolution as true and accurate, signed by the Chairman/Company Secretary
1. Security Arrangements: Include when the loan is to be secured against specific assets or guarantees
2. Related Party Transactions: Include when the loan involves other related party considerations beyond the director
3. Regulatory Notifications: Include when specific regulatory bodies need to be notified of the loan
4. Risk Assessment: Include when a formal risk assessment of the loan is required by company policy
5. Previous Loans Status: Include when the director has existing loans with the company
1. Loan Terms Schedule: Detailed breakdown of loan amount, interest rate, repayment schedule, and other key terms
2. Security Details: If applicable, detailed description of any security or collateral for the loan
3. Director's Current Shareholding: Details of the director's current shareholding and other interests in the company
4. Compliance Checklist: Checklist confirming compliance with relevant sections of CAMA 2020 and other applicable laws
5. Related Party Disclosure Form: Standard form detailing the nature of the related party transaction and potential conflicts
Relevant legal definitions
Act
Board
Board Meeting
Business Day
CAMA
Chairman
Company
Company Secretary
Director
Interest Rate
Loan
Loan Agreement
Material Interest
Quorum
Register of Directors' Interests
Related Party Transaction
Resolution
Security
Shareholders
Articles of Association
Governing Law
Interest Period
Default Event
Repayment Date
Secured Assets
Corporate Affairs Commission
Financial Year
Board
Board Meeting
Business Day
CAMA
Chairman
Company
Company Secretary
Director
Interest Rate
Loan
Loan Agreement
Material Interest
Quorum
Register of Directors' Interests
Related Party Transaction
Resolution
Security
Shareholders
Articles of Association
Governing Law
Interest Period
Default Event
Repayment Date
Secured Assets
Corporate Affairs Commission
Financial Year
Clauses
Recitals
Quorum Confirmation
Declaration of Interests
Purpose of Loan
Loan Terms
Interest and Repayment
Security Arrangements
Legal Compliance
Board Approval
Authorization
Execution Authority
Regulatory Compliance
Record Keeping
Disclosure Requirements
Director's Undertaking
Company Secretary Certification
Quorum Confirmation
Declaration of Interests
Purpose of Loan
Loan Terms
Interest and Repayment
Security Arrangements
Legal Compliance
Board Approval
Authorization
Execution Authority
Regulatory Compliance
Record Keeping
Disclosure Requirements
Director's Undertaking
Company Secretary Certification
Relevant Industries
Banking & Financial Services
Manufacturing
Real Estate
Technology
Telecommunications
Oil & Gas
Healthcare
Retail
Construction
Professional Services
Agriculture
Mining
Transportation & Logistics
Education
Relevant Teams
Legal
Finance
Compliance
Corporate Secretariat
Risk Management
Internal Audit
Corporate Governance
Board Secretariat
Executive Management
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Non-Executive Director
Company Secretary
Chief Financial Officer
Legal Counsel
Compliance Officer
Corporate Governance Officer
Board Chairman
Finance Director
Risk Manager
Corporate Secretary
Internal Auditor
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