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Board Resolution For Issue Of Convertible Notes for Pakistan

Board Resolution For Issue Of Convertible Notes Template for Pakistan

A formal corporate document drafted under Pakistani law that records the board of directors' approval and authorization for the company to issue convertible notes as a financing instrument. The resolution details the terms and conditions of the convertible notes, including the total amount to be raised, interest rate, maturity period, conversion mechanisms, and pricing formula. It ensures compliance with the Companies Act 2017 and relevant SECP regulations while providing clear authority to designated officers to execute all necessary documentation and take required actions to implement the note issuance.

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Board Resolution For Issue Of Convertible Notes

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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 used when a company in Pakistan seeks to raise capital through convertible debt instruments. This resolution is typically employed by growth-stage companies looking for flexible financing options that offer investors the potential for equity conversion in the future. The document must comply with the Companies Act 2017, Securities Act 2015, and relevant SECP regulations governing corporate actions and securities issuance in Pakistan. It serves as the primary authorization for the note issuance, detailing key terms such as conversion rights, interest rates, and maturity periods, while empowering specific officers to execute the necessary documentation. The resolution is particularly important as it demonstrates proper corporate governance and provides a clear record of the board's approval for regulatory compliance and investor confidence.

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

1. Title and Date: Formal heading indicating this is a board resolution, including company name and date of meeting

2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met

3. Background: Context for the resolution, including company's funding needs and rationale for choosing convertible notes

4. Definitions: Key terms used in the resolution including 'Convertible Notes', 'Conversion Price', 'Maturity Date', etc.

5. Principal Terms of Notes: Essential terms including total amount, interest rate, maturity date, and conversion price/ratio

6. Conversion Rights: Detailed terms of when and how notes can be converted into shares

7. Authorization: Formal board authorization for the issuance of convertible notes

8. Delegation of Authority: Authorization of specific officers to execute necessary documents and take required actions

9. Regulatory Compliance: Statement confirming compliance with relevant laws and regulations

10. Certification: Secretary/Director's certification of the resolution's accuracy

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

1. Foreign Investment Provisions: Required when convertible notes are being issued to foreign investors, addressing FERA compliance

2. Security/Collateral: Include when the convertible notes are to be secured by company assets

3. Special Rights: When noteholders are granted additional rights such as board representation or information rights

4. Tag-Along Rights: When noteholders are given the right to join in sale of shares by existing shareholders

5. Pre-emptive Rights: When noteholders are given rights to participate in future funding rounds

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

1. Form of Convertible Note: Template of the actual convertible note certificate to be issued

2. Term Sheet: Summary of key commercial terms agreed with investors

3. Capitalization Table: Current and post-conversion shareholding structure

4. List of Noteholders: Details of all investors subscribing to the convertible notes

5. Required Regulatory Approvals: List of necessary regulatory approvals and their status

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

Pakistan

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions






























Clauses

























Relevant Industries

Technology and Startups

Financial Services

Manufacturing

Healthcare

E-commerce

Real Estate

Energy

Telecommunications

Agriculture

Education Technology

Retail

Professional Services

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Treasury

Corporate Development

Investment Relations

Board Secretariat

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Board Director

Corporate Counsel

Legal Director

Investment Manager

Compliance Officer

Corporate Finance Manager

Board Chairman

Finance Director

General Counsel

Corporate Governance 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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