A Board Resolution Loan Agreement is essential in corporate financing scenarios where formal board approval is required for loan transactions under Hong Kong law. This document is typically used when a company needs to demonstrate proper corporate authorization for borrowing while simultaneously establishing the terms of the loan. It combines elements of both a board resolution and a loan agreement, ensuring compliance with Hong Kong's Companies Ordinance and relevant banking regulations. The document includes details of the board's approval, loan terms, security arrangements (if any), and all necessary corporate authorizations. It's particularly relevant for internal group lending, related party transactions, or when lenders require explicit evidence of board approval as part of their due diligence requirements.
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1. Parties: Identifies the lender and borrower companies, including their full legal names, registration numbers, and registered addresses
2. Background: Explains the context of the loan, including the company's need for funding and the board's approval of the loan arrangement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Board Resolution: Details of the board resolution authorizing the loan agreement, including date of meeting and directors present
5. Loan Amount and Purpose: Specifies the principal amount of the loan and its intended use
6. Interest Rate and Calculations: Details the applicable interest rate, calculation method, and payment periods
7. Drawdown: Specifies the conditions and procedure for drawing down the loan
8. Repayment Terms: Outlines the repayment schedule, methods of payment, and early repayment provisions
9. Representations and Warranties: Standard corporate representations and warranties from the borrower
10. Covenants: Positive and negative obligations of the borrower during the loan period
11. Events of Default: Lists circumstances that constitute default and their consequences
12. Boilerplate Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Security: Include when the loan is secured by company assets or other collateral
2. Guarantees: Required when there are personal or corporate guarantees for the loan
3. Conditions Precedent: Include when there are specific conditions that must be met before the loan becomes effective
4. Insurance Requirements: Include when specific insurance coverage is required for secured assets
5. Financial Covenants: Include when specific financial ratios or metrics must be maintained
6. Assignment and Transfer: Include when either party may need to transfer their rights or obligations
7. Tax Provisions: Include when specific tax considerations need to be addressed
8. Change of Control: Include when changes in company ownership might affect the loan agreement
1. Schedule 1 - Board Resolution: Copy of the certified board resolution authorizing the loan
2. Schedule 2 - Drawdown Notice: Form of drawdown notice to be used when requesting loan disbursement
3. Schedule 3 - Repayment Schedule: Detailed schedule of repayment dates and amounts
4. Schedule 4 - Security Details: Details of any security or collateral provided (if applicable)
5. Schedule 5 - Conditions Precedent Documents: List of required documents and conditions to be satisfied
6. Appendix A - Corporate Information: Key corporate information of both parties including registration documents
7. Appendix B - Signing Authorities: Documentation of authorized signatories and their specimen signatures
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Corporate Services
Professional Services
Manufacturing
Real Estate & Construction
Technology
Retail & Consumer
Healthcare
Energy & Resources
Infrastructure
Transportation & Logistics
Telecommunications
Relevant Teams
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Risk Management
Corporate Governance
Board of Directors
Senior Management
Relevant Roles
Chief Financial Officer
Finance Director
Company Secretary
Legal Counsel
Corporate Lawyer
Board Director
Managing Director
Treasury Manager
Financial Controller
Compliance Officer
Corporate Governance Officer
Risk Manager
Banking Relationship Manager
Corporate Finance Manager
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