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Written Directors’ Resolution to Issue Loan Notes


This template written directors’ resolution can be used to record directors’ approval of a resolution to issue loan notes to named subscribers and authorises the issuing of loan note certificates. This is an alternative to the directors convening a board meeting for the same purpose.

The model articles state that decisions of directors must be taken either by a majority at a meeting or unanimously in the form of a directors’ written resolution. This is particularly useful if the directors are likely to agree to a proposed resolution or unable to convene a board meeting quickly, in which case it may be easier to pass a written resolution instead of convening a board meeting later. Note that a resolution in writing signed by each director will be effective as long as the company’s constitutional documents do not preclude this.

Loan notes require a company to execute a deed constituting or creating the loan notes and then issue the loan notes to subscribers evidenced by a certificate with the conditions of the loan notes attached.

Before a company issues loan notes, its articles of association or other contractual arrangements (for example, financing) should be checked to establish whether there are any restrictions which limit its ability to issue loan notes.

This resolution records that completed forms of application for the loan notes have been received and that any pre-emption rights on issue of the loan notes have been waived by existing shareholders. 

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

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Written Directors’ Resolution to Issue Loan Notes is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.

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