A Board Resolution For Corporate Guarantee is essential when a company intends to guarantee the obligations of another entity. This document is commonly used in the United States when parent companies support subsidiaries, or when corporations provide financial assurance to business partners. The resolution must detail the nature and extent of the guarantee, authorized signatories, and any limitations or conditions. It serves as protection for both the company and its directors by demonstrating proper corporate governance and compliance with fiduciary duties. The document should align with state-specific corporate laws and internal governance requirements.
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1. Title and Date: Formal identification of the resolution and date of meeting
2. Recitals: Background information and purpose of the guarantee
3. Quorum Declaration: Confirmation that required board members are present
4. Resolution Statements: Specific terms and conditions of the corporate guarantee
5. Authorization: Specific powers granted to officers to execute the guarantee
1. Limitation of Liability: Specific limitations on the guarantee amount and when guarantee amount needs to be capped
2. Duration: Time period of the guarantee when guarantee is not perpetual
3. Conditions Precedent: Prerequisites before guarantee becomes effective when specific conditions must be met
1. Schedule A - Form of Guarantee: Actual guarantee document to be executed
2. Schedule B - List of Authorized Signatories: Names and positions of those authorized to execute the guarantee
3. Schedule C - Board Meeting Minutes: Minutes recording the resolution passage
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