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Corporate Guarantee Resolution Template for New Zealand

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Key Requirements PROMPT example:

Corporate Guarantee Resolution

"I need a Corporate Guarantee Resolution for our New Zealand subsidiary company ABC Tech Ltd to guarantee a $5 million bank loan for our parent company, with the board meeting scheduled for March 15, 2025, and the guarantee requiring shareholder approval due to transaction size."

Document background
The Corporate Guarantee Resolution is a crucial governance document required under New Zealand law when a company intends to provide a guarantee in favor of another party. It serves as evidence that the board of directors has properly considered and approved the guarantee arrangement in accordance with the Companies Act 1993 and other relevant legislation. This document is typically used in financing transactions, intra-group arrangements, or commercial dealings where one company provides financial support for another's obligations. The resolution must demonstrate that the board has considered the company's best interests, confirmed its solvency, and properly authorized the guarantee's execution. It includes essential details such as the parties involved, the nature and extent of the guaranteed obligations, any security arrangements, and specific authorizations for document execution.
Suggested Sections

1. Meeting Details: Date, time, location, and attendance details of the board meeting

2. Quorum: Confirmation that the meeting has the required quorum as per the company constitution

3. Background: Context of the guarantee requirement and relationship with the principal debtor

4. Definitions: Key terms used in the resolution including details of the Principal Debtor, Creditor, and Guaranteed Obligations

5. Review of Documents: List and acknowledgment of documents reviewed by the board

6. Board Considerations: Key factors considered by the board including company benefit and solvency test

7. Legal Authority: Confirmation of the company's legal authority to provide the guarantee

8. Principal Resolution: The formal resolution approving the guarantee and its terms

9. Authorization of Actions: Authorization for specific individuals to execute documents and take necessary actions

10. Director Interests: Disclosure of any directors' interests in the transaction

11. Certification: Certification by the chairperson or company secretary that the resolution was duly passed

Optional Sections

1. Shareholder Approval: Required if the guarantee constitutes a major transaction under Section 129 of the Companies Act 1993

2. Security Arrangements: Required if the guarantee is supported by any security or collateral

3. Group Company Considerations: Needed when the guarantee is being provided for a related company within a corporate group

4. Financial Assistance: Required if the guarantee constitutes financial assistance for purchase of company shares

5. Foreign Investment Considerations: Needed when the guarantee involves cross-border elements or foreign investment approval requirements

6. Corporate Benefit Statement: Detailed statement of corporate benefit when the guarantee is for a third party's benefit

Suggested Schedules

1. Schedule 1 - Guarantee Terms: Full terms and conditions of the guarantee being approved

2. Schedule 2 - Key Commercial Terms: Summary of principal commercial terms including guarantee amount, duration, and key obligations

3. Schedule 3 - Related Documents: List and copies of all related documents referenced in the resolution

4. Schedule 4 - Board Papers: Copies of relevant board papers and financial information considered

5. Schedule 5 - Powers of Attorney: If applicable, forms of power of attorney for executing guarantee documents

6. Appendix A - Solvency Certificate: Certificate confirming company solvency test satisfaction

Authors

Alex Denne

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

Relevant legal definitions






























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Relevant Industries

Banking & Finance

Corporate Services

Legal Services

Real Estate & Property

Manufacturing

Retail

Construction

Infrastructure

Technology

Energy

Mining

Agriculture

Healthcare

Education

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Finance

Treasury

Risk Management

Compliance

Corporate Governance

Board Secretariat

Executive Management

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Counsel

Legal Director

Board Director

Managing Director

Finance Director

Corporate Governance Manager

Risk Manager

Compliance Officer

Treasury Manager

General Counsel

Senior Legal Counsel

Company Director

Board Chairman

Executive Director

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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