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Corporate Borrowing Resolution for Canada

Corporate Borrowing Resolution Template for Canada

A formal corporate document adopted under Canadian law that authorizes specific individuals within a corporation to enter into borrowing arrangements with financial institutions. The resolution specifies the scope of borrowing authority, including maximum amounts, types of facilities permitted, and the power to pledge corporate assets as security. It serves as evidence to banks and other lenders that the corporation has properly authorized certain individuals to act on its behalf in borrowing transactions, complying with both federal and provincial Canadian corporate law requirements.

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What is a Corporate Borrowing Resolution?

The Corporate Borrowing Resolution is a fundamental document required by Canadian financial institutions before extending credit to corporate entities. This document demonstrates that the corporation's board of directors has properly authorized specific individuals to enter into borrowing arrangements, pledge assets, and execute related documentation. The resolution must comply with both federal legislation (such as the Canada Business Corporations Act) and applicable provincial corporate laws. It typically results from a formal board meeting and includes specific details about authorized borrowing limits, permitted security arrangements, and designated signatories. Financial institutions rely on this document as evidence of corporate authority and proper governance in lending transactions.

What sections should be included in a Corporate Borrowing Resolution?

1. Corporation Identification: Full legal name of the corporation, registration number, and registered office address

2. Meeting Details: Date, time, location of the board meeting where the resolution was passed, and confirmation of quorum

3. Recitals: Background information establishing the purpose and context of the borrowing resolution

4. Resolutions: The actual resolved matters, including authorized borrowing amount, types of borrowing permitted, and designated individuals

5. Authorized Officers: Names and titles of individuals authorized to execute loan documents and related agreements

6. Borrowing Powers: Specific powers granted, including ability to borrow, pledge assets, execute documents

7. Banking Institutions: Identification of approved financial institutions for borrowing relationships

8. Certification: Secretary's or officer's certification that the resolution was duly passed and remains in effect

What sections are optional to include in a Corporate Borrowing Resolution?

1. Specific Transaction Details: Used when the resolution is being passed for a specific loan or credit facility rather than general borrowing powers

2. Limitations and Restrictions: Include when there are specific limits on borrowing amounts or types of facilities that can be entered into

3. Security Authorization: Added when the corporation needs to explicitly authorize the granting of security interests or guarantees

4. Prior Resolutions: Section addressing whether this resolution supersedes or complements previous borrowing resolutions

5. Foreign Currency Authorization: Include when the corporation needs authority to borrow in foreign currencies

6. Multiple Banking Relationships: Used when the corporation maintains relationships with multiple financial institutions

What schedules should be included in a Corporate Borrowing Resolution?

1. Schedule A - Authorized Signatories: Detailed list of authorized individuals with their titles and specimen signatures

2. Schedule B - Approved Financial Institutions: Complete list of approved banks and financial institutions with contact details

3. Schedule C - Borrowing Limits: Specific monetary limits and restrictions for different types of borrowing facilities

4. Schedule D - Forms of Security: List of approved types of security that may be granted to secure borrowings

5. Appendix 1 - Certificate of Incumbency: Confirms the current officers and directors of the corporation

6. Appendix 2 - Corporate Documentation: Copies of relevant corporate documents including articles of incorporation and bylaws

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions




























Clauses




















Relevant Industries

Banking and Financial Services

Manufacturing

Real Estate

Technology

Healthcare

Retail

Construction

Energy

Transportation

Agriculture

Mining

Telecommunications

Professional Services

Education

Non-Profit Organizations

Relevant Teams

Legal

Finance

Treasury

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Risk Management

Compliance

Banking Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Treasurer

Board Director

President

Vice President of Finance

General Counsel

Legal Director

Corporate Controller

Finance Manager

Banking Relationship Manager

Director of Treasury

Senior Legal Counsel

Company Secretary

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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