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Board Resolution For Conversion Of Loan Into Equity

Board Resolution For Conversion Of Loan Into Equity Template for Philippines

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Key Requirements PROMPT example:

Board Resolution For Conversion Of Loan Into Equity

"I need a Board Resolution For Conversion Of Loan Into Equity for my Philippine tech startup, converting a PHP 5 million loan from our angel investor into preferred shares, to be effective March 15, 2025, with standard protection clauses for minority shareholders."

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Document background
A Board Resolution For Conversion Of Loan Into Equity is a crucial corporate document used when a company decides to restructure its debt by converting it into equity shares. This document is particularly relevant in the Philippine context, where it must comply with the Revised Corporation Code and SEC regulations. It is typically employed during financial restructuring, debt consolidation, or when strengthening the company's balance sheet by reducing debt obligations. The resolution must include specific details about the conversion terms, demonstrate compliance with Philippine corporate law requirements, and show proper board authorization. This document is essential for companies seeking to improve their debt-to-equity ratio, preserve cash flow, or accommodate strategic investors through debt conversion. The resolution serves as the primary evidence of corporate authorization for the transaction and is required for subsequent regulatory filings and corporate records.
Suggested Sections

1. Title and Corporate Details: Formal title of the resolution, corporation name, date, time, and venue of the meeting

2. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met

3. Background of the Loan: Details of the existing loan agreement, including original terms, current outstanding amount, and creditor information

4. Rationale for Conversion: Business reasoning and benefits of converting the loan to equity

5. Terms of Conversion: Specific details of the conversion including conversion price, number of shares to be issued, and valuation basis

6. Capital Structure Impact: Effect on the company's authorized and issued capital post-conversion

7. Board Approval: Formal resolution statements approving the conversion and authorizing necessary actions

8. Authorization of Representatives: Designation of authorized signatories for executing necessary documents

9. Certification: Secretary's certification of the resolution's authenticity and approval

Optional Sections

1. Regulatory Compliance Statements: Additional statements regarding compliance with specific regulations, required when the conversion involves regulated industries or foreign ownership

2. Creditor's Rights: Special provisions regarding the rights of the creditor post-conversion, included when negotiated as part of the conversion agreement

3. Tax Considerations: Specific provisions regarding tax treatment of the conversion, included when there are material tax implications

4. Conditions Precedent: List of conditions that must be met before the conversion takes effect, included when there are specific prerequisites

5. Amendment to Articles of Incorporation: Required when the conversion necessitates changes to the articles of incorporation

Suggested Schedules

1. Schedule A - Loan Details: Detailed breakdown of the loan amount, interest, and payment history

2. Schedule B - Conversion Calculations: Detailed calculations showing the conversion ratio, share price, and number of shares to be issued

3. Schedule C - Updated Shareholding Structure: Pre and post-conversion shareholding pattern of the company

4. Appendix 1 - Original Loan Agreement: Copy of the original loan agreement being converted

5. Appendix 2 - Creditor's Consent: Written consent from the creditor agreeing to the conversion terms

6. Appendix 3 - Valuation Report: Independent valuation report if required for determining conversion 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Board
Company
Conversion
Conversion Date
Conversion Price
Conversion Ratio
Creditor
Debt Obligation
Equity Shares
Existing Loan Agreement
Issued Share Capital
Loan Amount
New Shares
Outstanding Amount
Par Value
Principal Amount
Revised Corporation Code
SEC
Securities
Share Certificate
Shareholders
Subscription Agreement
Authorized Capital Stock
Articles of Incorporation
By-laws
Closing Date
Corporate Secretary
Directors
Effective Date
Interest
Loan Conversion Agreement
Material Adverse Effect
Record Date
Registration Rights
Valuation Report
Relevant Industries

Banking and Financial Services

Real Estate and Property Development

Manufacturing

Technology and Telecommunications

Energy and Utilities

Infrastructure Development

Mining and Natural Resources

Healthcare and Pharmaceuticals

Retail and Consumer Goods

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Treasury

Investor Relations

Risk Management

Corporate Governance

Executive Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Board Director

Financial Controller

Compliance Officer

Corporate Treasurer

Investment Relations Officer

Risk Management Officer

Company President

Vice President of Finance

Board Chairman

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): Primary law governing corporations in the Philippines, which provides the framework for corporate actions, board resolutions, and capital structure modifications
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and provides requirements for the issuance of shares, including those resulting from debt conversion
Foreign Investments Act of 1991 (Republic Act No. 7042): Relevant if the loan conversion involves foreign creditors, as it governs foreign equity ownership limitations
National Internal Revenue Code: Provides the tax treatment for debt-to-equity conversions and the resulting share issuance
Philippine Financial Reporting Standards (PFRS): Governs the accounting treatment and reporting requirements for debt-to-equity conversions
SEC Memorandum Circular No. 6, Series of 2010: Guidelines on corporate governance and board responsibilities in making major corporate decisions
SEC Memorandum Circular No. 14, Series of 2013: Prescribes requirements for amendments to articles of incorporation, which may be necessary for debt-to-equity conversion if it requires capital increase
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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