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Board Resolution For Loan From Shareholder

Board Resolution For Loan From Shareholder Template for Germany

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Key Requirements PROMPT example:

Board Resolution For Loan From Shareholder

"I need a Board Resolution For Loan From Shareholder for my German GmbH, where a majority shareholder will provide a €2 million unsecured loan in March 2025 to fund our expansion into new markets."

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Document background
A Board Resolution For Loan From Shareholder is a crucial corporate document required under German law when a company seeks to obtain financing from one of its shareholders. This document is particularly important in the German legal context due to strict corporate governance requirements and specific regulations regarding shareholder loans under the AktG and GmbHG. The resolution demonstrates compliance with corporate governance procedures, documents the board's deliberation and approval process, and provides protection for both the company and its directors. It typically includes details about the loan terms, any conflicts of interest, compliance with capital maintenance rules, and necessary authorizations. This type of resolution is commonly used when companies need additional financing and prefer to obtain it from existing shareholders rather than external sources, often offering more flexible terms and faster execution.
Suggested Sections

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Company Details: Full legal name of the company, registration number, and registered address

3. Present Parties: List of board members present, confirmation of quorum, and any other attendees

4. Background: Context of the proposed shareholder loan, including company's financing needs and rationale

5. Confirmation of Authority: Statement confirming the board's authority to approve the loan under the articles of association

6. Review of Documentation: Confirmation that the board has reviewed all relevant loan documentation

7. Declaration of Conflicts: Statement regarding any conflicts of interest and how they are handled

8. Main Resolution: Formal resolution text approving the shareholder loan and its key terms

9. Authorization: Authorization for specific officers to execute loan documentation

10. Certification: Certification of the resolution by the appropriate corporate officer

Optional Sections

1. Supervisory Board Approval: Required for AGs (stock corporations) where supervisory board approval is needed

2. Shareholder Approval Reference: Include when shareholder approval has been obtained or is required

3. Additional Financial Covenants: When the loan includes specific financial covenants or conditions

4. Security Arrangements: When the loan is secured against company assets

5. Related Party Transaction Provisions: Detailed provisions when required by size or nature of the transaction

6. Tax Considerations: Specific section on tax implications when the loan has significant tax consequences

Suggested Schedules

1. Loan Agreement: Draft or final version of the shareholder loan agreement

2. Term Sheet: Summary of key commercial terms of the loan

3. Financial Analysis: Analysis supporting the company's ability to service the loan

4. Legal Opinion: If obtained, legal opinion confirming validity and enforceability

5. Register of Directors: Current extract from the company's register of directors

6. Meeting Minutes: Minutes of the board meeting where the resolution was passed

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Professional Services

Construction

Energy

Transportation

Agriculture

Financial Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Corporate Governance

Board Administration

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Member

Managing Director

Company Secretary

Corporate Counsel

Legal Director

Finance Director

Treasury Manager

Compliance Officer

Corporate Governance Officer

Board Chairman

Supervisory Board Member

Financial Controller

General Counsel

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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