Board Resolution Loan Agreement for Nigeria

Board Resolution Loan Agreement Template for Nigeria

A comprehensive legal document that combines a formal board resolution with a loan agreement, structured under Nigerian law and compliant with the Companies and Allied Matters Act (CAMA) 2020. The document serves dual purposes: it formally records the board's approval of the loan transaction and sets out the detailed terms and conditions of the loan agreement. It includes specific provisions for corporate authorization, loan terms, security arrangements, and compliance requirements under Nigerian banking and financial regulations. The document must meet both corporate governance requirements for board resolutions and standard commercial lending practices in Nigeria.

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What is a Board Resolution Loan Agreement?

A Board Resolution Loan Agreement is a critical document used when a company in Nigeria seeks to obtain financing through a loan that requires board approval. This document is particularly important for compliance with the Companies and Allied Matters Act (CAMA) 2020 and Nigerian banking regulations. It demonstrates proper corporate authorization for the borrowing while simultaneously documenting the loan terms. The document should be used whenever a company's board needs to approve borrowing that exceeds management's general authority limits or when required by the company's articles of association. It typically includes details of the board meeting where the resolution was passed, specific authorization for designated officers to execute loan documents, the loan amount, purpose, interest rates, repayment terms, and security arrangements. The document serves as evidence of proper corporate governance and creates a legally binding loan agreement.

What sections should be included in a Board Resolution Loan Agreement?

1. Parties: Identification of the company passing the resolution and the lender

2. Background: Context of the loan requirement and board meeting details including date, time, quorum confirmation

3. Definitions: Key terms used throughout the agreement and resolution

4. Board Resolution: Formal resolution text confirming board approval of the loan and authorizing specific officers to execute documents

5. Loan Amount and Purpose: Specification of the loan amount and intended use of funds

6. Interest Rate and Payment Terms: Details of interest rate, calculation method, and payment schedule

7. Security and Collateral: Description of assets pledged as security for the loan

8. Representations and Warranties: Company's confirmations regarding its legal status, authority, and financial condition

9. Covenants: Ongoing obligations of the company during the loan term

10. Events of Default: Circumstances that would constitute default and trigger remedies

11. Remedies: Lender's rights and remedies upon default

12. Governing Law: Confirmation of Nigerian law as governing law

13. Execution: Signature blocks for authorized signatories

What sections are optional to include in a Board Resolution Loan Agreement?

1. Conditions Precedent: Required when there are specific conditions to be met before loan disbursement

2. Guarantees: Include when personal or corporate guarantees are required for the loan

3. Insurance Requirements: Required when specific insurance coverage must be maintained for loan security

4. Assignment and Transfer: Include when either party may need to transfer rights under the agreement

5. Tax Provisions: Required when specific tax implications need to be addressed

6. Force Majeure: Include when need to address circumstances beyond parties' control

7. Confidentiality: Required when sensitive commercial information needs protection

What schedules should be included in a Board Resolution Loan Agreement?

1. Schedule 1 - Board Meeting Minutes: Minutes of the board meeting approving the loan

2. Schedule 2 - Loan Repayment Schedule: Detailed amortization schedule showing principal and interest payments

3. Schedule 3 - Security Details: Detailed description of collateral and security arrangements

4. Schedule 4 - Authorized Signatories: List of officers authorized to execute loan documents

5. Schedule 5 - Required Corporate Documents: List of corporate documents evidencing authority

6. Appendix A - Form of Drawdown Notice: Template for requesting loan disbursements

7. Appendix B - Compliance Certificate: Template for periodic compliance certification

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

Nigeria

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Corporate Services

Legal Services

Manufacturing

Real Estate

Technology

Telecommunications

Energy

Infrastructure

Healthcare

Agriculture

Retail

Mining

Transportation & Logistics

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Risk Management

Compliance

Corporate Governance

Board Secretariat

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Board Chairman

Board Director

Finance Director

Treasury Manager

Corporate Finance Manager

Risk Manager

Compliance Officer

Financial Controller

Managing Director

Legal Director

Corporate Services Director

Industries
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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