Certificate Of Borrowing Authority

Certificate Of Borrowing Authority Template for United States

A Certificate of Borrowing Authority is a formal document used in the United States that certifies a corporation's legal authority to borrow money and enter into loan agreements. It typically includes details of board resolutions, authorized signatories, and borrowing limits. The document serves as evidence to lenders that the corporation has properly authorized the borrowing transaction in accordance with its governing documents and applicable state and federal laws.

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What is a Certificate Of Borrowing Authority?

A Certificate of Borrowing Authority is commonly required by lenders in the United States before extending credit to corporate borrowers. This document serves as formal evidence that the corporation has properly authorized the borrowing through appropriate corporate action, typically through a board resolution. The certificate includes critical information such as the maximum authorized borrowing amount, names of authorized signatories, and references to relevant board resolutions. It helps protect both the lender and the corporation by clearly documenting the scope and limitations of the borrowing authority, while ensuring compliance with corporate governance requirements and applicable regulations.

What sections should be included in a Certificate Of Borrowing Authority?

1. Corporate Information: Legal name, address, and registration details of the corporation

2. Authorization Statement: Clear statement of the borrowing authority being certified including the authorized borrowing amount

3. Board Resolution Reference: Reference to the specific board resolution authorizing the borrowing, including date and meeting details

4. Authorized Signatories: Names, titles, and authority scope of individuals authorized to execute loan documents

5. Certification: Formal certification statement attesting to the accuracy of the information provided

What sections are optional to include in a Certificate Of Borrowing Authority?

1. Specific Transaction Reference: Details of specific loan or credit facility when certificate is for a particular transaction rather than general authority

2. Term Limitations: Any time limitations or expiration dates on the borrowing authority

3. Collateral Authorization: Specific authority to pledge assets as collateral and any limitations on such authority

4. Compliance Statements: Statements confirming compliance with specific laws, regulations, or corporate requirements

What schedules should be included in a Certificate Of Borrowing Authority?

1. Schedule A - Board Resolution: Copy of the actual board resolution authorizing the borrowing

2. Schedule B - Specimen Signatures: Sample signatures and specimen signature certificates of authorized signatories

3. Schedule C - Corporate Documentation: Copies of relevant corporate documents including bylaws and articles of incorporation excerpts supporting the authority

4. Schedule D - Incumbency Certificate: Certificate verifying the current officers and their positions within the corporation