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Board Resolution Loan Agreement

Board Resolution Loan Agreement Template for Netherlands

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Key Requirements PROMPT example:

Board Resolution Loan Agreement

"I need a Board Resolution Loan Agreement under Dutch law for my tech startup to document a €2.5 million equipment financing loan from ABN AMRO Bank, with drawdown planned for March 2025 and quarterly repayments over 5 years."

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Document background
The Board Resolution Loan Agreement is a crucial document used when a Dutch company seeks to enter into a loan arrangement that requires formal board approval. It serves dual purposes: documenting the board's formal decision-making process in accordance with Dutch corporate governance requirements, and establishing the terms and conditions of the loan. This document type is particularly important in the Netherlands, where corporate governance emphasizes proper documentation of board decisions and stakeholder interests. The document typically includes details of the board meeting, the resolution authorizing the loan, specific loan terms, any security arrangements, and necessary authorizations for execution. It must comply with both Dutch corporate law requirements (particularly Books 2, 3, and 6 of the Dutch Civil Code) and any specific requirements in the company's articles of association.
Suggested Sections

1. Company Details: Legal name, registration number, and registered address of the company

2. Date and Location: Date and place of the board meeting where the resolution is passed

3. Board Members Present: List of attending board members, confirming quorum requirements are met

4. Background: Context of the loan requirement, purpose, and business rationale

5. Definitions: Key terms used in the resolution and loan agreement

6. Consideration of the Loan: Discussion of loan terms, conditions, and impact on company

7. Resolution: Formal board resolution approving the loan agreement and its terms

8. Authorization: Authorization of specific individuals to execute loan documentation

9. Loan Terms: Principal amount, interest rate, repayment terms, and security

10. Conditions Precedent: Conditions that must be satisfied before loan drawdown

11. Representations and Warranties: Company's confirmations regarding its status and authority

12. Covenants: Ongoing obligations and restrictions during loan period

13. Events of Default: Circumstances that would trigger loan default

14. Signature Block: Execution section for authorized board members

Optional Sections

1. Security Arrangements: Include when the loan is secured by company assets or guarantees

2. Group Company Considerations: Required when loan involves related party transactions or group companies

3. Shareholder Approval: Include when shareholder approval is required under articles of association

4. Regulatory Compliance: Include when loan requires regulatory notifications or approvals

5. Conflict of Interest Declarations: Required when any board member has a conflict of interest

6. Works Council Opinion: Include when Works Council consultation is required under Dutch law

Suggested Schedules

1. Loan Agreement: Full version of the loan agreement being approved

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

3. Company Extract: Recent extract from Dutch Commercial Register (KVK)

4. Security Documents: If applicable, documents relating to security arrangements

5. Powers of Attorney: If applicable, powers of attorney for signing authorization

6. Financial Statements: Relevant financial statements supporting loan decision

7. Shareholder Approval: If required, documentation of shareholder approval

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
Relevant legal definitions








































Clauses



































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Infrastructure

Transportation

Professional Services

Agriculture

Construction

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Corporate Secretariat

Compliance

Risk Management

Corporate Governance

Board Affairs

Executive Office

Credit Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Member

Corporate Secretary

General Counsel

Finance Director

Treasury Manager

Legal Counsel

Compliance Officer

Risk Manager

Corporate Governance Officer

Managing Director

Financial Controller

Board Secretary

Senior Legal Advisor

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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