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Board Resolution For Conversion Of Loan Into Equity for Nigeria

Board Resolution For Conversion Of Loan Into Equity Template for Nigeria

A formal corporate document governed by Nigerian law that records the board of directors' resolution to convert an existing loan into equity shares of the company. This document outlines the terms and conditions of the conversion, including the loan amount, conversion rate, number of shares to be issued, and any specific conditions that must be met. It complies with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian regulations, ensuring proper documentation of the board's approval for this significant change in the company's capital structure.

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What is a Board Resolution For Conversion Of Loan Into Equity?

A Board Resolution For Conversion Of Loan Into Equity is a crucial corporate document used when a company decides to convert its debt obligations into equity shares. This document is particularly relevant in the Nigerian business context where companies may seek to improve their balance sheet structure or provide lenders with equity participation. The resolution must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and may require approval from regulatory bodies such as the Securities and Exchange Commission. It contains essential details about the conversion terms, shareholding impact, and necessary authorizations, serving as an official record of the board's decision and providing legal basis for the conversion process.

What sections should be included in a Board Resolution For Conversion Of Loan Into Equity?

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

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

3. Meeting Details: Information about the board meeting, including time, location, and attendance

4. Quorum Confirmation: Statement confirming that the required quorum was present for the meeting

5. Preamble: Background information about the existing loan and reason for conversion

6. Declaration of Interest: Disclosure of any directors' interests in the matter

7. Loan Details: Specific details of the loan being converted, including amount, terms, and current status

8. Conversion Terms: Specific terms of the conversion, including conversion rate and number of shares to be issued

9. Resolution Statements: The formal resolution statements approved by the board

10. Authorization: Specific authorizations granted to officers to execute the conversion

11. Certification: Certification of the resolution by the Company Secretary or authorized officer

What sections are optional to include in a Board Resolution For Conversion Of Loan Into Equity?

1. Regulatory Compliance: Required when specific regulatory approvals or notifications are needed, such as SEC or CBN requirements

2. Foreign Investment Provisions: Required when the loan conversion involves foreign investors or currency considerations

3. Share Rights: Needed when the new shares have special rights or restrictions attached

4. Conditions Precedent: Include when there are specific conditions that must be met before the conversion can take effect

5. Tax Considerations: Required when there are specific tax implications that need to be acknowledged

What schedules should be included in a Board Resolution For Conversion Of Loan Into Equity?

1. Loan Agreement Details: Copy or summary of the original loan agreement being converted

2. Share Calculation Schedule: Detailed calculations showing how the loan amount converts to shares

3. Updated Shareholding Structure: Table showing the company's shareholding structure before and after the conversion

4. Board Meeting Attendance: List of directors present and absent, with their respective positions

5. Required Regulatory Approvals: Copies of any regulatory approvals obtained or required for the conversion

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

Nigeria

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions






























Clauses



















Relevant Industries

Banking and Financial Services

Manufacturing

Technology and Telecommunications

Oil and Gas

Real Estate and Construction

Agriculture

Healthcare

Mining

Retail and Consumer Goods

Transportation and Logistics

Energy

Professional Services

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Treasury

Corporate Governance

Investor Relations

Board Secretariat

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Board Director

Financial Controller

Compliance Officer

Risk Manager

Corporate Finance Manager

Investment Relations Officer

Treasury Manager

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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