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The Board Resolution For Loan To Director is a crucial corporate governance document used in South African companies when providing financial assistance to directors. This document becomes necessary when a company intends to provide a loan to a director, requiring compliance with Section 45 of the Companies Act 71 of 2008. It must demonstrate that the company has passed the solvency and liquidity test, obtained necessary shareholder approvals, and properly documented the board's decision-making process. The resolution typically includes loan terms, statutory compliance confirmations, and necessary declarations of interest. It serves as evidence of proper corporate governance and provides protection for both the company and its stakeholders by ensuring transparency and regulatory compliance in related party transactions.

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

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

3. Present Directors: List of directors present at the meeting and confirmation of quorum

4. Chairman: Identification of the appointed chairman for the meeting

5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met

6. Background: Context of the proposed loan, including purpose and business rationale

7. Declarations of Interest: Record of the recipient director's disclosure of personal financial interest and recusal from voting

8. Solvency and Liquidity Test: Confirmation that the company has satisfied the solvency and liquidity test as required by Section 45 of the Companies Act

9. Resolution Terms: Specific terms of the loan including amount, interest rate, repayment terms, and security (if any)

10. Statutory Compliance: Confirmation of compliance with relevant sections of the Companies Act and other applicable laws

11. Authorization: Express authorization for designated officers to execute necessary documents

12. Closure: Formal closing of the resolution with signature provisions