Board Resolution For Giving Loan To Other Company for South Africa

Board Resolution For Giving Loan To Other Company Template for South Africa

A Board Resolution for Giving Loan to Other Company is a formal document under South African company law that records the board of directors' decision to provide financial assistance to another company. This document must comply with the Companies Act 71 of 2008, particularly sections 44 and 45, which govern financial assistance transactions. The resolution includes detailed terms of the loan, confirms the completion of required solvency and liquidity tests, and provides necessary authorizations for executing the loan agreement. It serves as official evidence of proper corporate governance and statutory compliance in inter-company lending transactions within the South African legal framework.

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What is a Board Resolution For Giving Loan To Other Company?

A Board Resolution For Giving Loan To Other Company is a crucial corporate governance document required under South African law when one company intends to provide financial assistance to another company. This type of resolution is mandatory under the Companies Act 71 of 2008 and must be properly documented to ensure legal compliance and protect director liability. The document is typically used when companies within a group structure, or independent companies with business relationships, engage in lending transactions. It must include specific elements such as confirmation of the solvency and liquidity test, detailed loan terms, and proper authorizations. The resolution serves as evidence that the board has properly considered and approved the loan in accordance with South African legal requirements, making it essential for corporate record-keeping and regulatory compliance.

What sections should be included in a Board Resolution For Giving Loan To Other Company?

1. Header Information: Company name, registration number, and date of resolution

2. Meeting Details: Date, time, location/mode of meeting, and confirmation of quorum

3. Attendance Record: List of directors present and absent, including whether attendance was in person or virtual

4. Background: Context of the proposed loan, including business rationale and relationship with borrowing company

5. Declarations of Interest: Directors' declarations of any personal interest in the transaction as required by Companies Act

6. Financial Assessment: Confirmation that the company has conducted solvency and liquidity tests as required by Section 45 of Companies Act

7. Resolution Details: Specific terms of the approved loan including amount, interest rate, and repayment terms

8. Compliance Statement: Confirmation of compliance with relevant sections of Companies Act and company's MOI

9. Authorization: Specific authorization of designated officers to execute loan documentation

10. Certification: Certification by chairperson or company secretary that resolution was duly passed

What sections are optional to include in a Board Resolution For Giving Loan To Other Company?

1. Special Conditions: Any special conditions or restrictions on the loan, used when there are specific requirements or risk mitigation measures

2. Security Arrangements: Details of any security or collateral required, included when loan is secured

3. Related Party Provisions: Additional provisions required for related party transactions, used when borrower is a related entity

4. Shareholder Approval: Reference to shareholder approval if required under Companies Act or MOI, included for certain large transactions

5. Foreign Exchange Considerations: Special provisions for cross-border loans, included when borrower is foreign entity

What schedules should be included in a Board Resolution For Giving Loan To Other Company?

1. Loan Terms Schedule: Detailed terms and conditions of the loan including payment schedule

2. Security Details: Comprehensive list and description of any security or collateral provided

3. Financial Statements: Relevant financial statements supporting solvency and liquidity test

4. Corporate Information: Details of borrowing company including registration documents and directors

5. Required Approvals: Copies of any required regulatory or third-party approvals

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

South Africa

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Manufacturing

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Energy

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Construction

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Transport and Logistics

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Treasury

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Company Secretariat

Corporate Finance

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Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Finance Director

Board Chairman

Non-Executive Director

Treasury Manager

Compliance Officer

Risk Manager

Financial Controller

Corporate Finance Manager

Legal Director

Group Financial Manager

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