A Corporate Borrowing Resolution is a critical corporate governance document required under Nigerian law when a company intends to obtain financing from lenders. This document, which must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, formally establishes the company's authority to borrow and delegates power to specific individuals to execute loan documentation. It is typically required by banks and other financial institutions before they will extend credit to a company, serving as evidence that the borrowing has been properly authorized in accordance with the company's constitutional documents and applicable law. The resolution should be properly adopted at a valid board meeting or by written resolution in accordance with Nigerian corporate law requirements.
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1. Company Information: Legal name of the corporation, registration number, and registered address as registered with the Corporate Affairs Commission
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Recitals: Background information establishing the need for borrowing and confirmation that the borrowing is within the company's powers
4. Resolution Statement: Clear statement that the resolution has been properly passed by the board
5. Borrowing Authorization: Specific authorization for the company to borrow, including maximum amount and general purpose
6. Authorized Persons: Names and positions of individuals authorized to execute loan documents and take actions related to borrowing
7. Scope of Authority: Detailed description of what authorized persons can do, including signing documents, negotiating terms, and providing security
8. Certification: Statement certifying that the resolution was properly adopted and is in accordance with the company's constitutional documents
9. Signatures: Space for required signatures of directors and/or company secretary
1. Specific Loan Terms: Include when the resolution is for a specific loan rather than general borrowing authority, detailing specific loan amount, lender, and key terms
2. Security Authorization: Include when the company needs to authorize the creation of specific security interests over company assets
3. Foreign Currency Authorization: Include when borrowing may be in foreign currencies, authorizing foreign exchange transactions
4. Digital/Electronic Authorization: Include when electronic execution of documents needs to be specifically authorized
5. Subsidiary Authorization: Include when borrowing authority extends to subsidiary companies
6. Ratification of Prior Actions: Include when there's a need to ratify any prior borrowing-related actions
1. Schedule A - Authorized Signatories: Detailed list of authorized persons with their specimen signatures and specific signing authority limits
2. Schedule B - Borrowing Limits: Breakdown of borrowing limits by type of facility, currency, or purpose
3. Schedule C - Constitutional Documents: List of relevant constitutional documents confirming company's power to borrow
4. Appendix 1 - Board Meeting Minutes: Extract of board meeting minutes where the resolution was passed
5. Appendix 2 - Company Registration Documents: Copies of relevant company registration documents and CAC filings
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