Board Resolution Format for Bank Loan

UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS

OF [Company Legal Name]

DOCUMENT CONTROL

• Effective Date: [Insert Effective Date]
• Document Version: 1.0
• Jurisdiction / Governing Law: State/Country of [Insert Jurisdiction]
• Corporate Identification Number (CIN) / Registration No.: [Insert Registration Number]

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SECTION 1: OFFICIAL NOTICE & LEGAL DISCLAIMER

LEGAL ADVISORY NOTICE: This document is a template designed to meet general corporate governance and banking requirements. It constitutes a binding legal instrument upon execution by the requisite quorum of the Board of Directors of [Company Legal Name]. Corporate legal counsel and financial officers must review all bracketed fields ([ ]) to ensure alignment with the company’s Articles of Incorporation, Bylaws, existing debt covenants, and the specific underwriting terms mandated by [Insert Bank Name].

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SECTION 2: RECITALS & DEFINITIONS

WHEREAS, the Board of Directors (the "Board") of [Company Legal Name], a [Insert State/Country of Incorporation] corporation (the "Company"), has reviewed the operational and financial requirements of the Company and determined it to be in the best commercial interest of the Company and its shareholders to secure credit facilities from [Insert Full Legal Name of Bank] (the "Bank");

NOW, THEREFORE, BE IT RESOLVED, that the following definitions shall apply throughout this instrument:

• "Loan Amount" means the principal sum of up to [Insert Currency and Amount, e.g., USD $5,000,000].
• "Loan Agreement" means the credit agreement, promissory note, security agreement, and any related financial documentation to be executed between the Company and the Bank.
• "Authorized Officer" means any individual designated in Section 4 of this Resolution.

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SECTION 3: OPERATIVE CLAUSES & AUTHORIZATIONS

1. Approval of Credit Facility & Loan Terms The Board hereby approves the incurrence of indebtedness and the establishment of a credit facility by the Company with the Bank in an aggregate principal amount not to exceed [Insert Loan Amount], subject to such interest rates, repayment schedules, fees, and covenants as negotiated and agreed upon by the Authorized Officers, whose execution of the Loan Agreement shall be conclusive evidence of such approval.

2. Authorization of Specific Officers The following officers of the Company (each, an "Authorized Officer"), acting individually or jointly, are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to negotiate, finalize, execute, and deliver the Loan Agreement and any and all associated documents, including but not limited to promissory notes, security agreements, mortgages, guarantees, and compliance certificates:

• Name: [Insert Name of Officer 1], Title: [Insert Title, e.g., Chief Executive Officer]
• Name: [Insert Name of Officer 2], Title: [Insert Title, e.g., Chief Financial Officer]
• Name: [Insert Name of Officer 3], Title: [Insert Title, e.g., Corporate Secretary]

3. Grant of Security Interest and Collateral To secure the prompt payment, performance, and observance of all obligations of the Company under the Loan Agreement, the Authorized Officers are hereby authorized and directed to pledge, hypothecate, mortgage, and grant a security interest in any or all of the real, personal, tangible, or intangible assets of the Company, including accounts receivable, inventory, equipment, and intellectual property, upon such terms as the Bank may require.

4. Ratification of Prior Actions Any and all actions heretofore taken by any director, officer, employee, or agent of the Company in connection with the transactions contemplated by the Loan Agreement prior to the date of this Resolution are hereby ratified, confirmed, and approved in all respects as acts of the Company.

5. Authority to Execute Ancillary Documents The Authorized Officers are severally authorized to execute and deliver any amendments, waivers, extensions, or ancillary agreements required by the Bank from time to time, and to perform all such acts and execute all such further certificates, instruments, and documents as may be deemed necessary or advisable to carry out the full intent and purpose of these resolutions.

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SECTION 4: EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned, constituting all of the members of the Board of Directors of the Company, have executed this Unanimous Written Resolution as of the Effective Date written above, pursuant to the applicable corporate statutes and the Bylaws of the Company.

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Director Signature Printed Name: [Insert Printed Name] Title: Director Date: [Insert Date]

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Director Signature Printed Name: [Insert Printed Name] Title: Director Date: [Insert Date]

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Director Signature Printed Name: [Insert Printed Name] Title: Director Date: [Insert Date]

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CERTIFICATION BY CORPORATE SECRETARY

I, [Insert Corporate Secretary Name], Corporate Secretary of [Company Legal Name], hereby certify that the foregoing is a true, correct, and complete copy of the resolution duly adopted by the Board of Directors of the Company at a duly convened meeting (or via unanimous written consent in lieu of a meeting) in accordance with the Articles of Incorporation and Bylaws, and that said resolution has not been amended, modified, or rescinded and remains in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company this [Insert Day] day of [Insert Month], [Insert Year].

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Corporate Secretary Signature Printed Name: [Insert Corporate Secretary Name] Title: Corporate Secretary

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SECTION 5: STEP-BY-STEP EXECUTION & FILING GUIDE

1. Verify Corporate Prerequisites: Confirm against the Company's Bylaws and Articles of Incorporation whether debt incurres require a formal meeting with quorum or if a Unanimous Written Consent (UWC) is legally sufficient in your jurisdiction.
2. Data Population: Replace all bracketed placeholder text ([ ]) with precise legal names, accurate financial figures, and verified titles. Do not leave any blanks.
3. Execution by Directors: Secure physical or cryptographically verified digital signatures (e.g., DocuSign, Adobe Sign) from the required number of Directors to meet the statutory quorum threshold.
4. Secretary Attestation: The Corporate Secretary must sign the Certification block, confirming the validity of the corporate records. If the company utilizes a corporate seal, apply it adjacent to the Secretary's signature.
5. Bank Submission: Provide a certified copy of this executed resolution directly to the Bank’s legal or compliance department along with a Certificate of Good Standing and updated organizational documents as requested by the lender.
6. Corporate Record Retention: File the fully executed original resolution directly into the permanent Corporate Minute Book and enter a notation in the Board Resolutions Register.