Board Resolution Loan Agreement Template for Germany

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Key Requirements PROMPT example:

Board Resolution Loan Agreement

"I need a Board Resolution Loan Agreement under German law for a €5 million equipment financing between our manufacturing company (GmbH) and Deutsche Bank, with quarterly repayments over 5 years and security over the equipment."

Document background
The Board Resolution Loan Agreement is a crucial document used when a company seeks to formalize both the corporate approval and the terms of a loan transaction under German law. This document type is particularly important in the German corporate environment, where strict corporate governance requirements must be met alongside banking regulations. It serves dual purposes: documenting the board's formal approval of the borrowing and establishing the detailed terms of the loan agreement. The document typically includes board meeting minutes or excerpts, loan terms, conditions precedent, representations and warranties, and compliance requirements under German corporate and banking laws. It's commonly used for significant corporate borrowings where board approval is required by law or company statute, ensuring all corporate governance and regulatory requirements are met in a single, comprehensive document.
Suggested Sections

1. Parties: Identification of the lender and borrower, including full legal names, registration details, and addresses

2. Background: Context of the loan agreement and reference to the board resolution authorizing the loan

3. Definitions: Definitions of key terms used throughout the agreement

4. Board Resolution Details: Specific details of the board resolution authorizing the loan, including date and voting results

5. Loan Amount and Purpose: Specification of the loan amount, currency, and intended purpose

6. Interest Rate and Calculations: Details of interest rate, calculation method, and payment frequency

7. Repayment Terms: Schedule and method of repayment, including any early repayment provisions

8. Conditions Precedent: Conditions that must be satisfied before the loan becomes effective

9. Representations and Warranties: Standard corporate representations and specific declarations required under German law

10. Covenants: Ongoing obligations of the borrower during the loan term

11. Events of Default: Circumstances constituting default and consequences

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

13. Execution: Formal execution blocks complying with German law requirements

Optional Sections

1. Security: Include when the loan is secured by specific assets or guarantees

2. Tax Provisions: Include when specific tax implications need to be addressed

3. Assignment and Transfer: Include when transfer rights need to be specifically regulated

4. Costs and Expenses: Include when there are specific cost allocation arrangements

5. Information Obligations: Include for loans requiring ongoing financial reporting

6. Currency Provisions: Include for loans involving multiple currencies

7. Supervisory Board Approval: Include when supervisory board approval is required under German law

Suggested Schedules

1. Schedule 1 - Board Resolution: Copy of the actual board resolution authorizing the loan

2. Schedule 2 - Repayment Schedule: Detailed amortization schedule if applicable

3. Schedule 3 - Form of Drawdown Notice: Standard form for requesting loan disbursements

4. Schedule 4 - Conditions Precedent Documents: List of required documents and evidence

5. Schedule 5 - Security Documents: If applicable, details of any security arrangements

6. Appendix A - Signing Authorities: Documentation of authorized signatories

7. Appendix B - Corporate Authority Documents: Relevant corporate registration and authorization documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Corporate Finance

Manufacturing

Technology

Real Estate

Energy

Infrastructure

Healthcare

Retail

Transportation

Telecommunications

Professional Services

Relevant Teams

Legal

Finance

Treasury

Corporate Secretariat

Compliance

Risk Management

Corporate Governance

Board Administration

Banking Relations

Corporate Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Board Member

Legal Counsel

Finance Director

Treasury Manager

Compliance Officer

Corporate Governance Officer

Risk Manager

Banking Relationship Manager

Corporate Finance Manager

Board Secretary

Managing Director

Financial Controller

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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