Board Resolution For Loan From Shareholder for the United States

Board Resolution For Loan From Shareholder Template for United States

A Board Resolution for Loan from Shareholder is a formal document used in the United States that records the board of directors' approval to accept a loan from one or more shareholders. It outlines the loan terms, including amount, interest rate, repayment schedule, and any security arrangements. The document serves as official evidence of the board's authorization and typically includes certification from the corporate secretary confirming the resolution's validity under applicable state corporate laws.

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What is a Board Resolution For Loan From Shareholder?

A Board Resolution For Loan From Shareholder is commonly used when a company needs additional funding and a shareholder offers to provide a loan instead of external financing. This document is crucial in the United States as it demonstrates proper corporate governance and compliance with state corporation laws. It protects both the company and the lending shareholder by formally documenting the board's approval and the loan terms. The resolution typically includes the loan amount, interest rate, repayment terms, any security provisions, and specific authorizations for officers to execute related documents. It's particularly important for maintaining corporate records and may be required by banks, auditors, or regulatory authorities.

What sections should be included in a Board Resolution For Loan From Shareholder?

1. Title and Date: Formal identification of the document and date of resolution

2. Company Information: Legal name and registration details of the corporation

3. Recitals: Background information and purpose of the loan

4. Resolution Statement: Formal declaration of board's decision to accept the shareholder loan

5. Loan Terms: Key terms including amount, interest rate, and repayment schedule

6. Authorization: Specific powers granted to officers to execute loan documents

7. Certification: Secretary's certification of the resolution's validity

What sections are optional to include in a Board Resolution For Loan From Shareholder?

1. Security Provisions: Details of any collateral or security for the loan - used when loan is secured

2. Subordination Provisions: Terms regarding subordination to other debt - used when company has existing creditors

3. Related Party Disclosure: Details of the relationship between shareholder and company - used for public companies or when required by regulations

What schedules should be included in a Board Resolution For Loan From Shareholder?

1. Loan Agreement: Detailed loan terms and conditions

2. Promissory Note: Form of note evidencing the debt

3. Security Agreement: If loan is secured, details of collateral arrangements

4. Board Meeting Minutes: Minutes of the meeting where resolution was passed

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

United States

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Industries

Corporate Law: Includes Delaware General Corporation Law (if Delaware corporation), state-specific corporation laws where the company is incorporated, and state-specific rules on corporate governance and board authority

Securities Laws: Encompasses Securities Act of 1933 (for loans that could be considered securities), Securities Exchange Act of 1934, and state 'Blue Sky' laws

Tax Regulations: Covers Internal Revenue Code Section 7872 (Below-market loans), IRS regulations on shareholder loans, treatment of interest payments, and thin capitalization rules

Sarbanes-Oxley Act: Includes requirements for public companies, disclosure requirements, and corporate governance standards

Banking Regulations: Covers Federal Reserve regulations on insider lending and state banking regulations

Bankruptcy Considerations: Includes Section 547 of the Bankruptcy Code regarding preferential transfers and subordination rules

State Usury Laws: Covers maximum interest rate limitations and state-specific lending requirements

Corporate Governance: Encompasses company bylaws, articles of incorporation, and existing shareholder agreements

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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