Board Resolution Format for Term Loan From Bank

CERTIFIED BOARD RESOLUTION: AUTHORIZATION FOR TERM LOAN CREDIT FACILITY

Document ID: RES-TR-202X-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State/Province/Country]

LEGAL COMPLIANCE NOTICE

This document constitutes a formal corporate resolution intended to authorize the incurrence of debt. It is drafted for general institutional use. Users must ensure that the specific terms herein comply with their internal Bylaws, Articles of Incorporation, and the applicable corporate statutes of the Governing Jurisdiction. This document does not constitute formal legal advice; consultation with external counsel is required prior to execution.

1. RECORD OF MEETING AND PARTICIPANTS

Company: [Company Full Legal Name] (the "Company")
Principal Address: [Full Principal Office Address]
Date of Meeting: [Date]
Quorum: The Chairperson declared a quorum present, and the meeting proceeded to official business.

2. RECITALS

WHEREAS, the Board of Directors (the "Board") has reviewed a proposal for a term loan credit facility (the "Facility") from [Name of Bank] (the "Lender") in the principal amount of up to [Amount in USD] (the "Loan Amount");

WHEREAS, the Board has determined that entering into the Facility is in the best interest of the Company to facilitate [Purpose of Loan, e.g., capital expenditure, working capital, expansion];

3. OPERATIVE RESOLUTIONS

3.1 Authorization of Loan: The Company is hereby authorized to enter into a Loan Agreement, a Promissory Note, and any related security instruments (collectively, the "Loan Documents") with the Lender in an amount not to exceed [Amount in USD], under the terms and conditions presented to the Board.

3.2 Execution of Documents: [Name/Title of Authorized Officer, e.g., CEO/CFO] is hereby authorized, empowered, and directed, for and on behalf of the Company, to execute, deliver, and perform the Loan Documents. The signature of such officer shall be conclusive evidence of the Board’s approval of the final terms of said documents.

3.3 Incumbency and Authority: The Secretary of the Company is hereby authorized to certify the incumbency and signature of the officers authorized herein, and to provide such certification to the Lender as required to close the Facility.

3.4 Ratification: Any actions taken by the officers or directors of the Company prior to the date of this Resolution in connection with the negotiation of the Facility are hereby ratified, confirmed, and approved in all respects.

4. MISCELLANEOUS PROVISIONS

4.1 Severability: If any provision of this Resolution is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

4.2 Governing Law: This Resolution shall be governed by and construed in accordance with the laws of the [State/Province/Country] without regard to its conflict of laws principles.

4.3 Entire Agreement: This Resolution constitutes the complete and final authorization regarding the Facility and supersedes all prior board discussions regarding the same.

5. EXECUTION AND SIGNATURE BLOCKS

CERTIFIED BY THE UNDERSIGNED:

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Name of Secretary or Chairperson]
Title: [Secretary / Chairperson of the Board]
Company: [Company Legal Name]
Date: [Date]

ATTESTED BY:

Signature: _____________________________________
Printed Name: [Name of Additional Director/Officer]
Title: [Title / Role]
Date: [Date]

6. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Preparation: Open this document in your word processor. Use the "Find/Replace" function to populate all bracketed fields (e.g., [Company Full Legal Name]) with your specific entity data.
2. Verification of Authority: Ensure that the individuals signing this resolution are listed as authorized signatories in your corporate Bylaws or Operating Agreement. If the board size is large, ensure the number of signatures meets the "minimum quorum" requirements defined in your governing documents.
3. Minute Book Attachment: Once signed, print the document on company letterhead. This Resolution must be inserted into the Corporate Minute Book and referenced in the "Minutes of the Board of Directors Meeting" corresponding to the date of execution.
4. Digital Execution: If using DocuSign or Adobe Sign:
   • Set the signing order to ensure the Secretary/Chairperson signs first.
   • Use "Qualified Electronic Signature" (QES) levels if required by the Lender.
5. Bank Submission: Provide a certified copy of this Resolution (certified by the Corporate Secretary) to the Lender’s legal counsel. The Lender will typically require an "Incumbency Certificate" accompanying this document to verify that the signers currently hold their respective offices.
6. Record Retention: Retain the original signed copy in the Company’s permanent legal archives for a minimum of seven (7) years post-repayment of the loan.