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.
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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
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
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
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
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