Legal Templates
Board Resolution Loan Agreement

Board Resolution Loan Agreement for South Africa

Board Resolution Loan Agreement Template for South Africa

A comprehensive legal document governed by South African law that combines a board resolution with a loan agreement, establishing the terms and conditions of a loan facility while demonstrating proper corporate authorization. The document incorporates essential elements required under the Companies Act 71 of 2008 and the National Credit Act 34 of 2005, ensuring compliance with South African corporate governance and lending regulations. It details the loan amount, interest rates, repayment terms, security arrangements, and includes specific provisions for board approval, demonstrating that the borrowing company has followed proper internal governance procedures.

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What is a Board Resolution Loan Agreement?

The Board Resolution Loan Agreement is a crucial document used in South African corporate lending transactions where formal board approval is required for borrowing arrangements. This document type is particularly important for ensuring compliance with both corporate governance requirements under the Companies Act and lending regulations under the National Credit Act. It serves a dual purpose: firstly, documenting the board's formal approval of the loan transaction, and secondly, setting out the comprehensive terms and conditions of the loan facility. The agreement is commonly used when companies seek significant financing, require proof of proper authorization for lenders, or need to demonstrate compliance with internal governance procedures. It includes detailed information about the loan facility, corporate authorization, security arrangements, and the obligations of all parties involved, making it essential for both the borrowing company and the lender to maintain proper records and ensure legal compliance.

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

1. Parties: Identification of the Lender and Borrower, including registration numbers and registered addresses

2. Background: Context of the loan, including the board resolution authorizing the loan and reference to the board meeting date

3. Definitions: Definitions of key terms used throughout the agreement

4. Loan Amount and Purpose: Specification of the loan amount and its intended use

5. Interest Rate: Details of the interest rate, calculation method, and payment terms

6. Repayment Terms: Repayment schedule, payment methods, and prepayment provisions

7. Security: Details of any security or collateral provided for the loan

8. Conditions Precedent: Conditions that must be met before the loan becomes effective

9. Representations and Warranties: Standard declarations about the borrower's status and capacity

10. Covenants: Ongoing obligations of the borrower during the loan term

11. Events of Default: Circumstances constituting default and consequences

12. Remedies: Lender's rights and remedies in case of default

13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

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

1. Guarantee: Required when there is a third-party guarantor for the loan

2. Foreign Exchange Provisions: Needed for loans involving foreign currency or cross-border elements

3. Tax Gross-Up: Required when tax implications need to be addressed specifically

4. Assignment and Transfer: Included when either party may need to transfer their rights or obligations

5. Information Covenants: Added for loans requiring ongoing financial reporting

6. Environmental Compliance: Required for loans to businesses with environmental impact considerations

7. Group Company Provisions: Needed when the borrower is part of a larger corporate group

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

1. Board Resolution: Copy of the board resolution authorizing the loan

2. Repayment Schedule: Detailed breakdown of repayment dates and amounts

3. Security Documents: Details of security or collateral documentation

4. Condition Precedent Documents: List of required documents and evidence for conditions precedent

5. Disclosure Schedule: Specific disclosures related to representations and warranties

6. Specimen Signatures: Authorized signatures for both parties

7. Compliance Certificate: Template for ongoing compliance reporting if required

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

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Jurisdiction

South Africa

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions
Agreement
Advance
Applicable Law
Board
Board Resolution
Business Day
Companies Act
Conditions Precedent
Default
Default Interest
Directors
Drawdown Date
Drawdown Notice
Effective Date
Encumbrance
Event of Default
Facility
Financial Indebtedness
Financial Year
Group
Interest Payment Date
Interest Period
Interest Rate
Lender
Loan
Material Adverse Effect
Maturity Date
Outstanding Amount
Permitted Security
Principal Amount
Repayment Date
Repayment Schedule
Security
Security Documents
Signature Date
Subsidiary
Tax
Transaction Documents
ZAR
Resolution Date
Governing Law
Authorized Signatories
Company Secretary
Compliance Certificate
Constitutional Documents
Financial Statements
FICA
Permitted Purpose
Register of Directors
Related Party
Security Interest
Specified Events
Clauses
Board Authorization
Loan Facility
Interest
Repayment
Security
Conditions Precedent
Representations and Warranties
Covenants
Events of Default
Remedies
Payment Provisions
Set-off
Assignment and Transfer
Confidentiality
Force Majeure
Notices
Governing Law
Jurisdiction
Dispute Resolution
Waiver
Amendment
Severability
Costs and Expenses
Indemnification
Entire Agreement
Counterparts
Tax
Currency
Anti-Money Laundering
Compliance with Laws
Financial Covenants
Information Undertakings
Security Enforcement
Default Interest
Acceleration
Company Secretary Certificate
Board Minutes
Further Assurance
Good Faith
Termination
Relevant Industries

Banking & Financial Services

Corporate Services

Legal Services

Manufacturing

Real Estate

Technology

Mining

Retail

Healthcare

Agriculture

Construction

Transport & Logistics

Energy & Utilities

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Risk Management

Compliance

Corporate Governance

Board Secretariat

Credit

Corporate Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Treasury Manager

Risk Manager

Compliance Officer

Board Director

Managing Director

Financial Controller

Corporate Finance Manager

Legal Director

Banking Relationship Manager

Credit Manager

Corporate Governance Officer

Board Chairman

Industries
Companies Act 71 of 2008: Governs company operations, board duties, and corporate decision-making processes in South Africa. Particularly relevant for the board resolution aspect and ensuring proper corporate authorization.
National Credit Act 34 of 2005: Regulates credit agreements and lending practices in South Africa. Essential for structuring the loan terms, interest rates, and ensuring compliance with consumer credit regulations.
Consumer Protection Act 68 of 2008: Protects consumer rights and applies to certain loan agreements where the borrower qualifies as a consumer under the Act.
Banks Act 94 of 1990: Relevant if the lender is a banking institution, governing banking operations and lending practices.
Income Tax Act 58 of 1962: Addresses tax implications of loan agreements, including treatment of interest and potential fringe benefits if the loan is to employees.
Currency and Exchanges Act 9 of 1933: Applies to cross-border loans or loans involving foreign currency, requiring compliance with exchange control regulations.
Financial Intelligence Centre Act 38 of 2001: Requires certain due diligence and reporting requirements for financial transactions to prevent money laundering.
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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