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Certificate Of Borrowing Authority for the United Kingdom

Certificate Of Borrowing Authority Template for England and Wales

A Certificate of Borrowing Authority is a formal document under English and Welsh law that confirms an organization's legal capacity and authority to enter into borrowing arrangements. It typically includes details of board resolutions, constitutional powers, and authorized signatories. The document serves as evidence to lenders that the borrowing entity has the necessary internal approvals and legal capacity to undertake the proposed borrowing.

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Certificate Of Borrowing Authority

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What is a Certificate Of Borrowing Authority?

The Certificate of Borrowing Authority is a crucial document required when organizations seek to demonstrate their capacity to enter into loan agreements or other borrowing arrangements. It is commonly requested by lenders in England and Wales as part of their due diligence process. The certificate confirms that the organization has obtained necessary internal approvals, complies with its constitutional documents, and identifies authorized individuals who may execute loan documentation. This document helps protect both the lender and borrower by ensuring transparency and legal compliance in borrowing transactions.

What sections should be included in a Certificate Of Borrowing Authority?

1. Company Details: Legal name, registration number, registered office of the borrowing entity

2. Authority Statement: Formal confirmation of the borrowing authority and its source within the organization

3. Borrowing Limits: Statement of the specified maximum amounts and terms of borrowing authorized

4. Board Resolution Reference: Reference to and details of relevant board approvals authorizing the borrowing

5. Authorized Signatories: Names, positions and authority levels of those authorized to execute borrowing documents

6. Execution Block: Signature section including director/secretary attestation and witness details

What sections are optional to include in a Certificate Of Borrowing Authority?

1. Security Details: Details of any security arrangements or collateral for the borrowing

2. Group Structure Details: Information about corporate group structure and relationships where relevant

3. Regulatory Compliance Statement: Confirmation of compliance with specific regulatory requirements for regulated entities

4. Limitations and Restrictions: Any specific limitations or restrictions on the borrowing authority

What schedules should be included in a Certificate Of Borrowing Authority?

1. Schedule 1 - Board Resolution Extract: Certified copy of the relevant board resolutions authorizing the borrowing

2. Schedule 2 - Specimen Signatures: Specimen signatures of all authorized persons named in the certificate

3. Schedule 3 - Constitutional Documents: Relevant excerpts from articles of association or other constitutional documents confirming borrowing powers

4. Schedule 4 - Supporting Documents: Copies of any additional documents referenced in the certificate

Authors

Alex Denne

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

Jurisdiction

England and Wales

Cost

Free to use
Relevant legal definitions




















Clauses




















Industries

Companies Act 2006: Primary legislation governing company operations, including sections on company powers, capacity, directors' duties, company constitution, articles of association, and registration requirements

Financial Services and Markets Act 2000: Regulatory framework for financial services in the UK, covering regulations regarding financial arrangements and regulatory compliance requirements

Corporate Governance Codes: Guidelines and principles for company management, including board approval processes and decision-making procedures

Money Laundering Regulations 2017: Regulations governing anti-money laundering measures, including due diligence requirements and verification of authority

Ultra Vires Doctrine: Legal principle ensuring that corporate actions are within the scope of company powers as defined in its constitutional documents

Law of Agency: Legal principles governing the authority of representatives and the scope of delegated powers within an organization

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing arrangements involving financial collateral in borrowing situations

Consumer Credit Act 1974: Legislation regulating consumer credit and relevant if the borrowing entity has any consumer credit elements

Partnership Act 1890 and Limited Partnerships Act 1907: Legislation governing partnerships, relevant if the borrowing entity is structured as a partnership

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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