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.
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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
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
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
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
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