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Board Resolution For Issue Of Convertible Notes for India

Board Resolution For Issue Of Convertible Notes Template for India

A comprehensive board resolution document drafted under Indian law that authorizes and governs the issuance of convertible notes by a company. This document outlines the board's approval for raising funds through convertible debt instruments, specifying key terms such as the amount, conversion criteria, and maturity period. It ensures compliance with the Companies Act, 2013, SEBI regulations, and other applicable Indian laws while providing the necessary corporate authorization for the transaction. The resolution includes specific provisions for executing the issuance, delegating authority to officers, and maintaining regulatory compliance throughout the process.

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What is a Board Resolution For Issue Of Convertible Notes?

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.

What sections should be included in a Board Resolution For Issue Of Convertible Notes?

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

What sections are optional to include in a Board Resolution For Issue Of Convertible Notes?

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

What schedules should be included in a Board Resolution For Issue Of Convertible Notes?

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

Alex Denne

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

Jurisdiction

India

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
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

Industries







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