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Board Resolution For Corporate Guarantee for Nigeria

Board Resolution For Corporate Guarantee Template for Nigeria

A Board Resolution for Corporate Guarantee is a formal document under Nigerian law that records the decision of a company's board of directors to provide a guarantee on behalf of another entity, typically a subsidiary or related company. The document must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. It details the board's authorization of the guarantee, including specific terms, conditions, and the appointment of authorized signatories. The resolution serves as evidence of proper corporate authorization and is typically required by banks, financial institutions, or other third parties as proof of the company's authority to issue the guarantee.

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Board Resolution For Corporate Guarantee

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What is a Board Resolution For Corporate Guarantee?

A Board Resolution For Corporate Guarantee is a crucial corporate document required under Nigerian law when a company intends to provide a guarantee for the obligations of another entity. This document is essential in situations where a parent company needs to guarantee the debts or obligations of its subsidiary, or when a company provides financial support to a related entity. The resolution must comply with the Companies and Allied Matters Act (CAMA) 2020 and demonstrate proper corporate governance procedures. It typically includes details of the board meeting, the specific terms of the guarantee, authorization of designated signatories, and confirmation of the company's power to provide such guarantees. The document is commonly required by banks, creditors, or contracting parties as evidence of proper corporate authorization and is particularly important in corporate group structures and financial transactions in Nigeria.

What sections should be included in a Board Resolution For Corporate Guarantee?

1. Meeting Details: Information about the board meeting including date, time, venue, and directors present

2. Quorum Confirmation: Confirmation that the required quorum was present as per the company's articles of association

3. Background: Context of why the corporate guarantee is being provided and the underlying transaction

4. Resolutions: The actual decisions made by the board regarding the corporate guarantee, including specific amounts, beneficiary details, and terms

5. Authorization: Specific powers granted to designated officers to execute the guarantee and related documents

6. Certification: Statement certifying that the resolution was duly passed and is in accordance with the company's constitutional documents

7. Compliance Statement: Confirmation that the resolution complies with CAMA 2020 and other applicable laws

What sections are optional to include in a Board Resolution For Corporate Guarantee?

1. Recital of Corporate Powers: Reference to specific provisions in the company's memorandum and articles of association authorizing the provision of guarantees - include when dealing with significant guarantee amounts

2. Conditions Precedent: Any conditions that must be met before the guarantee becomes effective - include when there are specific prerequisites

3. Multiple Guarantees Authorization: Special provisions for multiple or rolling guarantees - include when the resolution covers more than one guarantee

4. Consideration Statement: Statement of the benefit or consideration received by the company - include when needed for regulatory compliance

5. Conflict of Interest Declarations: Declarations of any directors' interests in the transaction - include when any directors have interests to declare

What schedules should be included in a Board Resolution For Corporate Guarantee?

1. Details of Guarantee: Specific terms, conditions, and limits of the guarantee being authorized

2. List of Authorized Signatories: Names and designations of officers authorized to execute the guarantee and related documents

3. Form of Guarantee: Template or form of the guarantee document to be executed

4. Related Party Information: Details of the relationship between the company and the party for whom the guarantee is being provided, if applicable

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

Real Estate and Construction

Energy and Natural Resources

Telecommunications

Retail and Consumer Goods

Technology

Infrastructure

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretariat

Finance

Corporate Governance

Risk Management

Compliance

Treasury

Board Secretariat

Corporate Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Director

Corporate Governance Officer

Board Chairman

Non-Executive Director

Executive Director

General Counsel

Corporate Affairs Manager

Risk Management Officer

Compliance 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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