The Board Resolution For Issue of Convertible Notes is a crucial corporate document required under Indian law when companies seek to raise funds through convertible debt instruments. This document is particularly relevant for startups and growing companies looking for alternative financing options without immediate equity dilution. It must comply with the Companies Act, 2013, SEBI guidelines, and RBI regulations, especially when foreign investment is involved. The resolution typically follows standard board meeting procedures while incorporating specific details about the convertible note terms, investor rights, conversion mechanisms, and compliance requirements. It serves as the primary evidence of proper corporate authorization for the issuance and is often required by investors, regulatory authorities, and other stakeholders as proof of valid corporate action.
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1. Title and Date: Specifies the company name, type of resolution (Board Resolution), and date of the meeting
2. Attendance and Quorum: Lists directors present/absent and confirms meeting quorum requirements are met
3. Chairman: Identifies the Chairman of the meeting
4. Background: Explains the company's need for raising funds through convertible notes and any relevant context
5. Legal Citations: References to relevant sections of Companies Act, 2013 and other applicable laws
6. Main Resolution: The core resolution text authorizing the issuance of convertible notes, including key terms
7. Amount and Purpose: Specifies the total amount of convertible notes to be issued and intended use of funds
8. Authorization: Authorizes specific officers to execute documents and take necessary actions
9. Compliance Statement: Confirms compliance with relevant laws and regulations
10. Closing: Standard closing with Chairman's signature and date
1. Foreign Investment Compliance: Required when convertible notes involve foreign investors, including FEMA compliance
2. Valuation Details: Include when specific valuation methods or caps need to be documented
3. Special Rights: When convertible notes carry special rights or preferences
4. Related Party Disclosure: Required if any related party is involved in the transaction
5. Prior Resolutions: Reference to previous relevant board resolutions if this is a follow-up action
1. Schedule A - Terms of Convertible Notes: Detailed terms including conversion price, maturity, interest rate, and conversion triggers
2. Schedule B - Form of Convertible Note: Template or format of the actual convertible note instrument
3. Schedule C - List of Proposed Investors: If already identified, details of the investors who will be offered the convertible notes
4. Appendix 1 - Valuation Report: If applicable, independent valuation report for determining conversion terms
5. Appendix 2 - Legal Opinion: If obtained, legal opinion confirming compliance with applicable laws
6. Appendix 3 - Shareholders' Agreement: If relevant, reference to or summary of any existing shareholders' agreement impacting the issuance
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Startups
Financial Services
Manufacturing
E-commerce
Healthcare
Education Technology
Renewable Energy
Real Estate
Professional Services
Telecommunications
Biotechnology
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Corporate Development
Investment Relations
Board Secretariat
Risk Management
Corporate Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Compliance Officer
Board Director
Managing Director
Investment Manager
Corporate Finance Manager
Chief Legal Officer
Finance Director
Board Chairman
Corporate Governance Officer
Treasury Manager
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