A Board Resolution To Borrow is a crucial corporate governance document required when a company seeks to obtain financing through loans or credit facilities. This resolution, compliant with U.S. state and federal regulations, demonstrates to lenders that the company's board has properly authorized the borrowing and designated specific individuals to act on the company's behalf. The document typically specifies the maximum borrowing amount, authorized signatories, and the scope of their authority. It serves as protection for both the company and the lender by clearly documenting the board's approval and the terms under which borrowing may occur.
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1. Title and Date: Formal identification of the resolution and date of adoption
2. Recitals: Background information explaining why the borrowing is necessary
3. Resolution Statement: The formal decision to borrow, including amount and general terms
4. Authorization: Names and titles of persons authorized to execute loan documents
5. Certification: Secretary's certification that the resolution was properly adopted
1. Specific Loan Terms: Detailed terms of the loan if already known - include when loan terms are finalized before resolution
2. Collateral Authorization: Authorization to pledge specific assets - include when secured borrowing is contemplated
3. Multiple Facility Authorization: Authorization for multiple types of credit facilities - include when multiple forms of borrowing are anticipated
1. Specimen Signatures: Signatures of authorized individuals
2. List of Authorized Borrowing Limits: Specific limits for different types of borrowing or authorized persons
3. Corporate Documents: Copies of relevant organizational documents referenced in resolution
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