Written Directors’ Resolution to Issue Loan Notes
This template written directors’ resolution can be used to record directors’ approval to issue loan notes to named subscribers and to authorise the issuing of the loan note certificates. It can be used as an alternative to 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 can be useful where the directors are likely to agree to the proposed resolution or are unable to convene a board meeting quickly. A written resolution signed by each director will be effective as long as the company’s constitutional documents do not preclude this.
What does Written Directors’ Resolution to Issue Loan Notes do?
It records the directors’ approval to issue loan notes to named subscribers and authorises the issue of loan note certificates, without holding a board meeting.
What does Written Directors’ Resolution to Issue Loan Notes cover?
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 and any other relevant contractual arrangements (for example, financing arrangements) should be checked to confirm whether there are restrictions on its ability to issue loan notes.
This resolution records that completed application forms 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.
When should you use Written Directors’ Resolution to Issue Loan Notes?
Use this template where the directors want to approve and issue loan notes to named subscribers and it is preferable to document the decision by unanimous written resolution rather than by holding a board meeting.
Choose the right version
If you prefer to approve the issue of loan notes at a board meeting instead, use:
Written Directors’ Resolution to Issue Loan Notes is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.