[{"data":1,"prerenderedAt":532},["ShallowReactive",2],{"document-by-law-approving-borrowing-of-money-D79":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":40,"customDescModule":187,"customdescription":6,"mdFm":188,"mdProseHtml":531},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"BY-LAW - APPROVING BORROWING OF MONEY This By-Law - Approving Borrowing of Money (the \"Agreement\") is effective [DATE], BETWEEN: [SERVICE PROVIDER] (the \"Service Provider\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Being a by-law recognized as By-law No [NUMBER], pertaining to the general borrowing of money by the Corporation BORROWING: The directors may from time to time: (a) Borrow money upon the credit of the Corporation; (b) Limit or increase the amount to be borrowed; (c) Issue debentures or other securities of the Corporation; (d) Pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient;",null,"By-Law Approving Borrowing of Money","2",38,"doc","https://templates.business-in-a-box.com/imgs/1000px/by-law_approving-borrowing-of-money-D79.png","https://templates.business-in-a-box.com/imgs/250px/79.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#79.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Board Resolutions","/templates/business-resolutions/","by law approving borrowing money","By-Law Approving Borrowing of Money Template","https://templates.business-in-a-box.com/imgs/400px/79.png",[29,16,19,22],{"label":30,"url":31},"Templates","/templates/",[33,34,37],{"label":30,"url":31},{"label":35,"url":36},"Legal Agreements","/templates/business-legal-agreements/",{"label":38,"url":39},"Loans & Promissory Notes","/templates/loans-and-promissory-notes/",[41,45,49,53,57,61,65,69,73,77,81,85,89,104,121,137,152,166],{"label":42,"url":43,"thumb":44,"extension":10},"Money Back Guarantee","/template/money-back-guarantee-D13025","https://templates.business-in-a-box.com/imgs/250px/13025.png",{"label":46,"url":47,"thumb":48,"extension":10},"Assignment of Money Due","/template/assignment-of-money-due-D387","https://templates.business-in-a-box.com/imgs/250px/387.png",{"label":50,"url":51,"thumb":52,"extension":10},"Anti Money Laundering Policy","/template/anti-money-laundering-policy-D13481","https://templates.business-in-a-box.com/imgs/250px/13481.png",{"label":54,"url":55,"thumb":56,"extension":10},"By-Law Banking","/template/by-law-banking-D80","https://templates.business-in-a-box.com/imgs/250px/80.png",{"label":58,"url":59,"thumb":60,"extension":10},"By-Law Business and Affairs","/template/by-law-business-and-affairs-D81","https://templates.business-in-a-box.com/imgs/250px/81.png",{"label":62,"url":63,"thumb":64,"extension":10},"Confirmation of By-Law of Amalgamation","/template/confirmation-of-by-law-of-amalgamation-D83","https://templates.business-in-a-box.com/imgs/250px/83.png",{"label":66,"url":67,"thumb":68,"extension":10},"By-Law Change of Corporate Name","/template/by-law-change-of-corporate-name-D82","https://templates.business-in-a-box.com/imgs/250px/82.png",{"label":70,"url":71,"thumb":72,"extension":10},"Law Office Business Plan","/template/law-office-business-plan-D11996","https://templates.business-in-a-box.com/imgs/250px/11996.png",{"label":74,"url":75,"thumb":76,"extension":10},"How To Earn Money While You Sleep","/template/how-to-earn-money-while-you-sleep-D12919","https://templates.business-in-a-box.com/imgs/250px/12919.png",{"label":78,"url":79,"thumb":80,"extension":10},"How To Make More Money With Your Business","/template/how-to-make-more-money-with-your-business-D12922","https://templates.business-in-a-box.com/imgs/250px/12922.png",{"label":82,"url":83,"thumb":84,"extension":10},"Board Resolution Approving Amalgamation","/template/board-resolution-approving-amalgamation-D35","https://templates.business-in-a-box.com/imgs/250px/35.png",{"label":86,"url":87,"thumb":88,"extension":10},"Board Resolution Approving Budget","/template/board-resolution-approving-budget-D38","https://templates.business-in-a-box.com/imgs/250px/38.png",{"description":90,"descriptionCustom":6,"label":91,"pages":92,"size":93,"extension":10,"preview":94,"thumb":95,"svgFrame":96,"seoMetadata":97,"parents":99,"keywords":98,"url":103},"SHAREHOLDER LOAN AGREEMENT This Shareholder Loan Agreement (the \"Agreement\") is effective as of [DATE], BETWEEN: [SHAREHOLDER NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Borrower\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Shareholder desires to loan funds to the Borrower for the Borrower's operations; WHEREAS, the Parties wish to memorialize the terms and conditions governing the Loan; WHEREAS, for the purposes of this Agreement, the Shareholder is willing (i) to be deemed to have accepted the Borrower's assertion that no Existing Default has occurred, (ii) to be deemed to have withdrawn the Default Notice, retroactively, as of [SPECIFY DATE], and (iii) to accept the Borrower's proposal so to restructure the Loan and other Secured Obligations, all on the terms and conditions provided herein; WHEREAS, both the Parties affirm to understand all of the provisions contained in this Agreement, and in case either Party requires clarification as to one or more of the provisions contained herein, either Party has requested clarification or otherwise sought guidance. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: LOAN AND INTEREST RATE The Shareholder shall loan a total of [SPECIFY THE AMOUNT] to the Borrower to finance the operations of the Borrower's business (the \"Loan\"). The Loan shall bear interest at the rate of [SPECIFY RATE] % per annum, compounded annually. The Parties shall calculate the interest based on a full year (365 days) consisting of twelve months. Interest will accrue until repayment of the Loan. The amount owed to the Shareholder shall be calculated as the Loan plus accrued interest thereon (the \"Loan Amount\"). If the Borrower fails to pay any sum payable under this Agreement when due, the Borrower shall from time to time on demand pay interest on such sum from and including the due date to the date of actual payment (after as well as before judgment) at a per annum interest rate equal to [SPECIFY RATE] % above the interest rate. REPAYMENT The Loan Amount shall be due and payable on [SPECIFY DATE] (the \"Maturity Date\"), provided that the Borrower has enough cash flow to repay the Loan Amount without adversely affecting its then-current business activities. In the event the repayment of the Loan would adversely affect the then-current business activities of the Borrower, the Maturity Date shall be postponed until the Borrower has enough cash flow to repay the Loan Amount without adversely affecting its then-current business activities. At any time, the Borrower, with one week's prior written notice, may repay the entire Loan Amount to the Shareholder without penalty. OBLIGATIONS OF THE BORROWER The Borrower hereby agrees neither to invest in any new business in any other country, nor shall it pay dividends to any other shareholders of the Company unless and until the entire Loan Amount, along with the interest, has been repaid by it to the Shareholder. DEFAULT If any of the following events of default occur, this Agreement and any other obligations of the Borrower to the Shareholder shall become due immediately, without demand or notice. Failure of the Borrower to pay the principal and any accrued interest when due. The filing of bankruptcy proceedings involving the Borrower as a debtor. The application for the appointment of a receiver for the Borrower. The making of a general assignment for the benefit of the Borrower's creditors. The insolvency of the Borrower. A misrepresentation by the Borrower to the Shareholder for the purpose of obtaining or extending credit.","Shareholder Loan Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholder-loan-agreement-D13239.png","https://templates.business-in-a-box.com/imgs/250px/13239.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13239.xml",{"title":98,"description":6},"shareholder loan agreement",[100,102],{"label":35,"url":101},"business-legal-agreements",{"label":35,"url":101},"/template/shareholder-loan-agreement-D13239",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":93,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":119,"url":120},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: CERTIFICATE OF CORPORATE RESOLUTION Dear [Contact name], I, [NAME], secretary of [YOUR Company NAME], do hereby certify that at a duly constituted meeting of the [Directors and/or Stockholders] of the Corporation held at [Place] on [Date], it was upon motion duly made and seconded, that it be VOTED: That [Describe approved corporate action] ","Certificate of Corporate Resolution","1","https://templates.business-in-a-box.com/imgs/1000px/certificate-of-corporate-resolution-D3.png","https://templates.business-in-a-box.com/imgs/250px/3.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#3.xml",{"title":112,"description":6},"certificate of corporate resolution",[114,116,118],{"label":17,"url":115},"business-plan-kit",{"label":20,"url":117},"board-of-directors",{"label":35,"url":101},"certificate corporate resolution","/template/certificate-of-corporate-resolution-D3",{"description":122,"descriptionCustom":6,"label":123,"pages":107,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":129,"keywords":135,"url":136},"MINUTES OF MEETING OF DIRECTORS [YOUR COMPANY NAME] Opening: Minutes of a meeting of the Board of Directors of [YOUR COMPANY NAME] duly called and held on [Date] at [Address], commencing at [Time]. Present were: [List of attendeeS] With the approval of the directors present, [Chairman name] acted as Chairman of the meeting and [Secretary name] recorded the minutes. ","Minutes of Meeting of Directors",28,"https://templates.business-in-a-box.com/imgs/1000px/minutes-of-meeting-of-directors-D14.png","https://templates.business-in-a-box.com/imgs/250px/14.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14.xml",{"title":6,"description":6},[130,131,132],{"label":17,"url":115},{"label":20,"url":117},{"label":133,"url":134},"Meeting Minutes","meeting-minutes","minutes meeting directors","/template/minutes-of-meeting-of-directors-D14",{"description":138,"descriptionCustom":6,"label":139,"pages":107,"size":140,"extension":10,"preview":141,"thumb":142,"svgFrame":143,"seoMetadata":144,"parents":145,"keywords":150,"url":151},"BOARD RESOLUTION APPROVING AN UNANIMOUS SHAREHOLDERS AGREEMENT OF [YOUR COMPANY NAME] DULY ADOPTED ON [DATE] APPROVAL OF UNANIMOUS SHAREHOLDERS AGREEMENT IT IS RESOLVED that the corporation intervene to the Unanimous Shareholders Agreement to be signed this day by all the shareholders of the corporation, a copy of which has been submitted to the Board of Directors. IT IS RESOLVED that [NAME], [TITLE] of the corporation, be authorized to sign the aforementionned Unanimous Shareholders Agreement, for and on behalf of the corporation.","Board Resolution Approving Unanimous Shareholders Agreement",34,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-approving-unanimous-shareholders-agreement-D5153.png","https://templates.business-in-a-box.com/imgs/250px/5153.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5153.xml",{"title":6,"description":6},[146,147,148],{"label":17,"url":115},{"label":20,"url":117},{"label":23,"url":149},"business-resolutions","board resolution approving unanimous shareholders agreement","/template/board-resolution-approving-unanimous-shareholders-agreement-D5153",{"description":153,"descriptionCustom":6,"label":154,"pages":155,"size":156,"extension":10,"preview":157,"thumb":158,"svgFrame":159,"seoMetadata":160,"parents":161,"keywords":164,"url":165},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[162,163],{"label":35,"url":101},{"label":35,"url":101},"security agreement","/template/security-agreement-D915",{"description":167,"descriptionCustom":6,"label":168,"pages":169,"size":170,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":175,"keywords":185,"url":186},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note","3",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[176,179,182],{"label":177,"url":178},"Finance & Accounting","finance-accounting",{"label":180,"url":181},"Business Loans","business-loan",{"label":183,"url":184},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",false,{"seo":189,"reviewer":202,"quick_facts":206,"at_a_glance":209,"personas":213,"variants":238,"glossary":265,"clauses":299,"how_to_fill":345,"common_mistakes":386,"faqs":411,"industries":439,"comparisons":456,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":518,"classification":519},{"meta_title":190,"meta_description":191,"primary_keyword":192,"secondary_keywords":193},"By Law Approving Borrowing Of Money Template | Free Word Download","Free by-law template for corporate borrowing approval. Authorizes loans, credit facilities, and debt instruments.","by law approving borrowing of money",[194,195,196,197,198,199,200,201],"corporate borrowing resolution template","board resolution to borrow money","corporate borrowing by-law","borrowing resolution template word","corporate loan authorization template","by-law borrowing authority template","director resolution to borrow","corporate credit facility authorization",{"name":203,"credential":204,"reviewed_date":205},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":207,"legal_review_recommended":208,"signature_required":208},"advanced",true,{"what_it_is":210,"when_you_need_it":211,"whats_inside":212},"A By Law Approving Borrowing of Money is a formal corporate resolution passed by a company's board of directors or shareholders that authorizes the corporation to borrow funds, enter into credit agreements, issue debt instruments, and pledge corporate assets as security. This free Word download gives you a structured, lender-ready starting point you can edit online and export as PDF for execution at a board or shareholder meeting.\n","Use it when your corporation needs to obtain a bank loan, open a line of credit, issue bonds or debentures, or enter any other formal borrowing arrangement — most lenders require a certified copy of this by-law before advancing funds. It is also required whenever the corporation's existing constating documents or articles of incorporation impose limits on borrowing that require formal override or ratification.\n","Authorization to borrow up to a specified limit, identification of authorized officers or signatories, power to pledge or hypothecate corporate assets as collateral, authority to execute loan agreements and security documents, and provisions for the corporation's seal and certification requirements.\n",[214,218,222,226,230,234],{"title":215,"use_case":216,"icon_asset_id":217},"Corporate officers and directors","Formally authorizing a loan or credit facility at a board meeting","persona-ceo",{"title":219,"use_case":220,"icon_asset_id":221},"Small business owners","Satisfying lender requirements before a bank advances business financing","persona-small-business-owner",{"title":223,"use_case":224,"icon_asset_id":225},"Corporate lawyers and paralegals","Preparing borrowing resolutions for clients ahead of loan closings","persona-lawyer",{"title":227,"use_case":228,"icon_asset_id":229},"CFOs and finance directors","Documenting board-approved borrowing authority for audit and compliance records","persona-cfo",{"title":231,"use_case":232,"icon_asset_id":233},"Startup founders","Meeting bank documentation requirements for first corporate credit lines","persona-startup-founder",{"title":235,"use_case":236,"icon_asset_id":237},"Real estate holding companies","Authorizing mortgage financing or secured borrowing against corporate property","persona-real-estate-investor",[239,243,247,250,254,258,262],{"situation":240,"recommended_template":241,"slug":242},"Borrowing authorized by the board of directors alone","Board Resolution to Borrow Money","board-resolution-D78",{"situation":244,"recommended_template":245,"slug":246},"Borrowing requiring shareholder approval due to articles or statute","Shareholder Resolution Approving Borrowing","by-law-approving-borrowing-of-money-D79",{"situation":248,"recommended_template":249,"slug":246},"Pledging specific corporate assets as collateral for a secured loan","By Law Approving Borrowing of Money (with Security)",{"situation":251,"recommended_template":252,"slug":253},"Authorizing a revolving line of credit with a financial institution","Corporate Resolution — Line of Credit Authorization","",{"situation":255,"recommended_template":256,"slug":257},"Issuing corporate bonds or debentures to multiple investors","Debenture Agreement","debenture-pledge-agreement-D467",{"situation":259,"recommended_template":260,"slug":261},"Confirming previously approved borrowing in an omnibus annual resolution","Annual General Meeting Minutes","minutes-for-a-formal-meeting-D13",{"situation":263,"recommended_template":91,"slug":264},"Authorizing a director loan from a shareholder to the corporation","shareholder-loan-agreement-D13239",[266,269,272,275,278,281,284,287,290,293,296],{"term":267,"definition":268},"By-Law","A rule or regulation passed by a corporation's governing body that supplements its articles of incorporation and governs internal management decisions.",{"term":270,"definition":271},"Borrowing Resolution","A formal decision recorded in meeting minutes or a standalone resolution document by which a board or shareholders authorize the corporation to incur debt.",{"term":273,"definition":274},"Authorized Signatory","A named officer or director empowered by the resolution to sign loan agreements, security documents, and related instruments on behalf of the corporation.",{"term":276,"definition":277},"Debenture","An unsecured or secured debt instrument issued by a corporation acknowledging its obligation to repay borrowed funds, often carrying a fixed interest rate and maturity date.",{"term":279,"definition":280},"Hypothecation","The pledging of corporate assets as collateral for a loan without transferring title or possession of those assets to the lender.",{"term":282,"definition":283},"General Security Agreement (GSA)","A document in which a borrowing corporation pledges all or substantially all of its personal property as collateral to secure a loan.",{"term":285,"definition":286},"Borrowing Limit","The maximum aggregate principal amount the corporation is authorized to borrow under the terms of the by-law, expressed as a specific dollar figure.",{"term":288,"definition":289},"Quorum","The minimum number of directors or shareholders required to be present at a meeting for a vote to be legally valid and binding on the corporation.",{"term":291,"definition":292},"Certified Resolution","A copy of a corporate resolution signed and attested by the corporate secretary confirming it is a true and accurate record of a decision made by the board or shareholders.",{"term":294,"definition":295},"Ultra Vires","A Latin term meaning 'beyond the powers' — an act taken by a corporation outside the authority granted by its constating documents or applicable statute, potentially making the act void.",{"term":297,"definition":298},"Constating Documents","The foundational legal documents of a corporation — articles of incorporation, bylaws, and any unanimous shareholder agreement — that define its powers and internal governance.",[300,305,310,315,320,325,330,335,340],{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Recitals and corporate authority","States the corporation's full legal name, jurisdiction of incorporation, and confirms that the board or shareholders have authority under the articles and applicable statute to pass a borrowing by-law.","WHEREAS [CORPORATION NAME] (the 'Corporation') is incorporated under the laws of [JURISDICTION] and its articles and by-laws permit the board of directors to authorize borrowing on behalf of the Corporation;","Citing the wrong statute or failing to reference the corporation's specific articles — lenders may reject a certified resolution that does not clearly trace the authority to borrow back to the constituting documents.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Authorization to borrow","The operative clause that grants the corporation formal permission to borrow money from lenders, up to a stated maximum aggregate amount, on terms approved by the authorized officers.","BE IT RESOLVED that the Corporation is hereby authorized to borrow from [LENDER NAME / any chartered bank or financial institution] a principal amount not exceeding [DOLLAR AMOUNT] on such terms and conditions as the authorized officers deem appropriate.","Omitting a specific borrowing limit — leaving the amount open-ended may satisfy the immediate lender but creates audit and governance exposure by granting unbounded authority.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Designation of authorized officers","Identifies by title — and optionally by name — the officers who are empowered to execute loan agreements, security documents, promissory notes, and related instruments on the corporation's behalf.","BE IT FURTHER RESOLVED that [TITLE, e.g., President] and [TITLE, e.g., Chief Financial Officer], acting jointly or individually, are authorized to execute and deliver any and all documents required to give effect to the foregoing borrowing.","Authorizing a single signatory without a backup — if that individual is unavailable at closing, the entire transaction can be delayed while a supplementary resolution is prepared.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Power to grant security","Authorizes the corporation to pledge, hypothecate, or mortgage corporate assets — including accounts receivable, inventory, equipment, and real property — as collateral to secure the borrowing.","BE IT FURTHER RESOLVED that the Corporation is authorized to grant security over its assets, including by way of general security agreement, mortgage, or hypothec, in favor of [LENDER NAME] to secure repayment of the borrowed amounts.","Granting security over assets the corporation does not own free and clear — pledging encumbered assets without disclosing prior security interests can constitute misrepresentation to the lender.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Authority to execute ancillary documents","Extends the authorized officers' signing authority to all documents the lender may require: promissory notes, commitment letters, pledge agreements, financing statements, and amendments.","BE IT FURTHER RESOLVED that the authorized officers are authorized to negotiate, execute, and deliver all promissory notes, financing statements, pledge agreements, and any other documents or instruments as the lender may require in connection with the borrowing.","Limiting the clause to 'the loan agreement' only — lenders routinely require a suite of ancillary documents, and a narrowly worded resolution forces the company back to the board for each one.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Corporate seal and certification","Authorizes the corporate secretary to affix the corporate seal (where applicable) and to certify copies of the resolution for delivery to the lender as evidence of proper authorization.","BE IT FURTHER RESOLVED that the Secretary of the Corporation is authorized to certify copies of this by-law under the corporate seal, and that any certified copy so provided to [LENDER NAME] shall be conclusive evidence of the matters stated therein.","Omitting the certification clause entirely — most institutional lenders require a certified resolution, not just a photocopy, before advancing funds.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Ratification of prior acts","Confirms and ratifies any steps already taken by officers or directors in anticipation of the borrowing, protecting the corporation from claims that pre-resolution actions were unauthorized.","BE IT FURTHER RESOLVED that all actions taken by the directors and officers of the Corporation prior to the passing of this by-law in connection with the borrowing contemplated herein are hereby ratified and confirmed.","Skipping this clause when the corporation has already signed a term sheet or commitment letter — without ratification, those pre-resolution acts technically lack formal board approval.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Amendment and revocation","States how the by-law may be amended or revoked, typically requiring a further resolution of the same body that passed it, and clarifies that revocation does not affect obligations already incurred.","This by-law may be amended or revoked by a resolution of the board of directors, provided that no amendment or revocation shall affect the validity of any borrowing or security already made or given pursuant hereto.","Not including a savings clause — revoking a borrowing by-law without one could theoretically call into question the validity of a loan already advanced, creating unnecessary dispute risk.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Governing law","Specifies the jurisdiction whose corporate and commercial laws govern the interpretation and enforcement of the by-law and any borrowing made pursuant to it.","This by-law shall be governed by and construed in accordance with the laws of [PROVINCE / STATE / COUNTRY], and the Corporation attorns to the exclusive jurisdiction of the courts of [JURISDICTION].","Choosing a governing law that differs from the jurisdiction of the lender's standard security documents — mismatched governing law clauses create enforcement complexity if the lender ever needs to call the loan.",[346,351,356,361,366,371,376,381],{"step":347,"title":348,"description":349,"tip":350},1,"Enter the corporation's full legal name and jurisdiction","Use the exact registered corporate name as it appears on the certificate of incorporation — including any 'Ltd.', 'Inc.', or 'Corp.' suffix. Enter the jurisdiction of incorporation in the recitals and governing law clause.","Cross-reference the corporate registry search before completing the document — a name discrepancy between the resolution and the lender's search can delay closing.",{"step":352,"title":353,"description":354,"tip":355},2,"Confirm borrowing authority in your constating documents","Review your articles of incorporation and existing by-laws to confirm the board (or shareholders, if required) has authority to pass this borrowing resolution without additional approvals. Note any borrowing limits already imposed by your articles.","If your articles require shareholder approval for borrowings above a threshold, obtain a shareholder resolution in addition to the board resolution — or the by-law may be ultra vires.",{"step":357,"title":358,"description":359,"tip":360},3,"Set the borrowing limit","Insert a specific maximum aggregate dollar amount the corporation is authorized to borrow. This should be large enough to cover the current facility plus reasonable headroom for future draws or fees.","Set the limit at 110–120% of the facility amount to avoid having to pass a supplementary resolution if loan fees or interest are capitalized into the principal.",{"step":362,"title":363,"description":364,"tip":365},4,"Designate authorized signatories by title and name","List at least two officers by title (President, CFO, Secretary) and include their full names. Specify whether they may sign individually or only jointly — most lenders accept individual signing authority for operational efficiency.","Name a backup signatory in case the primary officer is unavailable at closing — this single step prevents the most common last-minute borrowing delays.",{"step":367,"title":368,"description":369,"tip":370},5,"Describe the security to be granted","Identify the type of security the lender requires — general security agreement over all personal property, real property mortgage, or a specific pledge of named assets — and confirm the corporation has clear title to those assets.","Run a PPSA (Canada), UCC (US), or Companies House (UK) search before execution to identify any prior security interests that must be subordinated or discharged.",{"step":372,"title":373,"description":374,"tip":375},6,"Pass the resolution at a properly constituted meeting","Call a board of directors meeting with proper notice (or obtain signed written consents from all directors), confirm quorum is present, and record the vote in the meeting minutes before the by-law is signed.","Many jurisdictions permit directors to pass resolutions by unanimous written consent without a formal meeting — confirm this option in your applicable corporate statute to save scheduling time.",{"step":377,"title":378,"description":379,"tip":380},7,"Have the corporate secretary certify the resolution","The corporate secretary should sign a certification page confirming the resolution was duly passed, attach it to a true copy of the by-law, and affix the corporate seal if one is maintained.","Prepare at least three certified copies at execution — one for the lender, one for the corporate minute book, and one for the officer executing the loan documents.",{"step":382,"title":383,"description":384,"tip":385},8,"Deliver the certified copy to the lender before closing","Provide the lender's counsel with the certified resolution as part of the closing condition checklist. Confirm receipt and that no further corporate approvals are required.","Ask the lender for their form of corporate certificate checklist at least five business days before closing — some institutions require additional officer certificates or good-standing certificates alongside the resolution.",[387,391,395,399,403,407],{"mistake":388,"why_it_matters":389,"fix":390},"No specific borrowing limit stated","An open-ended authorization creates unlimited borrowing authority, which exposes the corporation to governance liability and may conflict with fiduciary duties owed to shareholders or minority investors.","State a specific maximum principal amount and, if the facility is a revolving line, clarify whether the limit applies to the maximum outstanding balance or aggregate draws.",{"mistake":392,"why_it_matters":393,"fix":394},"Single authorized signatory with no backup","If the sole authorized officer is unavailable at loan closing — due to illness, travel, or departure — the lender cannot advance funds and the transaction stalls until a new resolution is passed.","Designate at least two authorized signatories by title and name, specifying that either may act individually, so closing can proceed regardless of officer availability.",{"mistake":396,"why_it_matters":397,"fix":398},"Passing the resolution after the loan agreement is signed","A resolution that post-dates the loan agreement technically fails to authorize the act it was intended to cover; it only ratifies — and some lenders or courts may not accept retroactive ratification.","Pass and certify the borrowing by-law before or simultaneously with the execution of the loan agreement. Include a ratification clause only as a backstop, not as the primary mechanism.",{"mistake":400,"why_it_matters":401,"fix":402},"Failing to verify title to assets pledged as security","Pledging assets subject to a prior undisclosed security interest may constitute misrepresentation to the lender and can trigger default, demand, or lender liability claims.","Conduct PPSA, UCC, or land title searches on all assets to be pledged before passing the resolution, and disclose or discharge any prior registrations to the lender.",{"mistake":404,"why_it_matters":405,"fix":406},"Using a resolution form from a different jurisdiction","Corporate authority and borrowing requirements differ materially between US states, Canadian provinces, and UK or EU jurisdictions — a form that is valid in one place may be defective in another.","Confirm the template matches the jurisdiction in your corporation's constating documents and the location of the lending institution's branch of account.",{"mistake":408,"why_it_matters":409,"fix":410},"Omitting the ratification of prior acts clause","Officers who signed term sheets or commitment letters before the resolution was passed acted without formal corporate authority — those acts are technically unauthorized and the lender's counsel may flag them as a closing condition gap.","Include a standard ratification clause confirming all prior acts taken in connection with the borrowing are retroactively approved by the board.",[412,415,418,421,424,427,430,433,436],{"question":413,"answer":414},"What is a by-law approving borrowing of money?","A by-law approving borrowing of money is a formal corporate resolution passed by a company's board of directors — or shareholders, where required — that authorizes the corporation to borrow funds from a lender, pledge corporate assets as security, and execute all related loan documents. It is the internal corporate authorization that most banks and financial institutions require as a closing condition before advancing any loan or credit facility to a corporation.\n",{"question":416,"answer":417},"Why do lenders require a borrowing resolution before advancing funds?","Lenders need documented proof that the individuals signing the loan agreement on behalf of the corporation had actual authority to do so. Without a certified borrowing resolution, the lender cannot confirm that the corporation's board formally approved the transaction, which creates enforceability risk. If the loan were ever disputed, a missing or defective resolution could allow the corporation to argue the debt was not properly authorized — making the resolution a lender self-protection requirement as much as a corporate governance one.\n",{"question":419,"answer":420},"Does borrowing money always require a formal by-law?","Not always, but it is standard practice for any material borrowing by a corporation. Many corporate statutes — including the Canada Business Corporations Act and most US state corporation acts — permit borrowing by board resolution rather than a formal by-law amendment. However, institutional lenders almost universally require a certified resolution or by-law regardless of statutory minimums, and certain articles of incorporation explicitly require a formal by-law for borrowings above a threshold amount. When in doubt, passing a formal by-law provides the clearest evidence of authority.\n",{"question":422,"answer":423},"Who must sign a borrowing by-law for it to be valid?","The by-law must be passed by the required quorum of directors at a properly constituted board meeting, or by unanimous written consent of the directors in jurisdictions that permit it. The signed minutes or written consent form constitute the record of the decision. The corporate secretary then certifies a copy of the resolution for delivery to the lender. The authorized officers named in the by-law sign the actual loan and security documents — their signatures on those documents are what the by-law authorizes.\n",{"question":425,"answer":426},"Can a shareholder resolution substitute for a board resolution to borrow?","In most jurisdictions, day-to-day borrowing authority rests with the board of directors, not the shareholders. However, some corporations' articles of incorporation, unanimous shareholder agreements, or applicable statutes require shareholder approval for borrowings above a specified dollar threshold or for the pledge of substantially all corporate assets. In those cases, a shareholder resolution — passed at an annual or special meeting with the required majority — is necessary in addition to or instead of the board resolution.\n",{"question":428,"answer":429},"What is the difference between a borrowing by-law and a general banking resolution?","A borrowing by-law is a standalone corporate authorization document specifically authorizing the corporation to incur a particular class of debt and grant security. A general banking resolution is a broader document — typically provided on the lender's own form — that authorizes the corporation to open accounts, operate credit facilities, issue cheques, and conduct general banking business with a specific institution. Most loan transactions require both: the borrowing by-law confirms corporate authority; the banking resolution authorizes the mechanics of operating the loan account.\n",{"question":431,"answer":432},"How often does a borrowing by-law need to be updated?","A borrowing by-law remains valid until amended or revoked by a further resolution of the same body that passed it. In practice, corporations pass a new or supplementary resolution whenever: the borrowing limit needs to increase, the lender changes, the authorized signatories change (due to officer turnover), or the nature of the security being granted changes materially. It is good governance practice to review borrowing authorizations annually as part of the corporation's annual organizational meeting to confirm they remain current.\n",{"question":434,"answer":435},"What happens if the corporation borrows money without passing a borrowing by-law?","Borrowing without a formal authorization resolution creates several risks. The transaction may be characterized as ultra vires — beyond the corporation's authorized powers — which could expose the signing officers to personal liability for the debt. The lender may also have difficulty enforcing the loan agreement if the corporation later disputes that the officers had authority to bind it. Most institutional lenders will not advance funds without a certified resolution precisely to avoid this scenario, so the practical result is that the loan simply will not close.\n",{"question":437,"answer":438},"Does the by-law need to be filed with a government registry?","In most jurisdictions, a borrowing by-law does not need to be filed with a government corporate registry — it is an internal governance document kept in the corporation's minute book. However, the security documents authorized by the by-law — such as a general security agreement or mortgage — typically must be registered in the applicable personal property registry (PPSA in Canada, UCC in the US) or land titles office to be effective against third parties. Confirm registration requirements with counsel in your jurisdiction before closing.\n",[440,444,448,452],{"industry":441,"icon_asset_id":442,"specifics":443},"Real estate","industry-real-estate","Borrowing resolutions for corporate-held properties must specifically authorize mortgage security over named parcels, and often require a companion land title search confirming clear title before the resolution is passed.",{"industry":445,"icon_asset_id":446,"specifics":447},"Manufacturing","industry-manufacturing","Equipment financing and asset-based lending require resolutions that explicitly authorize security over specific machinery, inventory, and receivables — general language may not satisfy asset-based lenders' collateral requirements.",{"industry":449,"icon_asset_id":450,"specifics":451},"Retail and e-commerce","industry-retail","Revolving lines of credit secured against inventory and receivables are common; the resolution must authorize fluctuating principal balances and grant security over after-acquired inventory without requiring amendment each time stock turns over.",{"industry":453,"icon_asset_id":454,"specifics":455},"Technology and SaaS","industry-saas","Venture debt and revenue-based financing facilities often require IP assignment or pledge clauses alongside the standard borrowing authorization — the resolution should specifically authorize security over intellectual property where required by the lender.",[457,461,465,469],{"vs":458,"vs_template_id":459,"summary":460},"Shareholder loan agreement","shareholder-loan-agreement-D12742","A shareholder loan agreement governs a loan made by a shareholder to the corporation — documenting repayment terms, interest, and subordination to senior debt. A borrowing by-law authorizes the corporation to borrow from any lender, including external banks. The two documents are complementary: the by-law provides internal corporate authority; the shareholder loan agreement governs the specific transaction between the corporation and its shareholder-lender.\n",{"vs":462,"vs_template_id":463,"summary":464},"Board of directors meeting minutes","D{BOARD_MINUTES_PLACEHOLDER}","Board meeting minutes record all decisions made at a directors' meeting, including a borrowing resolution — but minutes are an internal record of proceedings, not a standalone authorization instrument. A formal borrowing by-law is a separate, self-contained document that can be certified and delivered to the lender as conclusive evidence of authority, without sharing the full meeting minutes. Most lenders prefer the by-law over a minutes extract for this reason.\n",{"vs":466,"vs_template_id":467,"summary":468},"Promissory note","D{PROMISSORY_NOTE_PLACEHOLDER}","A promissory note is the debt instrument itself — it is the corporation's written promise to repay a specific amount under defined terms. A borrowing by-law is the internal corporate authorization to create that promise. The by-law must come first to authorize the signing officers; the promissory note is the downstream document they are empowered to execute. Both documents are typically required at loan closing.\n",{"vs":470,"vs_template_id":471,"summary":472},"General security agreement","D{GSA_PLACEHOLDER}","A general security agreement (GSA) is the collateral document that creates the lender's security interest over the corporation's assets. A borrowing by-law authorizes the corporation to grant that security — it is the corporate authority upstream of the GSA. Without a valid borrowing by-law, the authorized officers technically lack authority to sign the GSA, which could affect the enforceability of the lender's security interest.\n",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Straightforward bank loans or lines of credit for domestically incorporated corporations with standard articles","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Borrowings above $500K, security over real property or IP, or corporations with complex articles or unanimous shareholder agreements","$300–$800 for a corporate lawyer review","1–3 business days",{"best_for":483,"cost":484,"time":485},"Syndicated credit facilities, cross-border lending, regulated industries, or transactions where the lender's counsel requires bespoke authority opinions","$1,500–$5,000+","1–3 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","Corporate borrowing authority is governed by state corporation statutes — Delaware, Nevada, and most other states vest borrowing authority in the board of directors by default under their general corporation laws. UCC Article 9 governs the perfection of security interests over personal property, requiring a financing statement filed with the Secretary of State. Some states require shareholder approval for mortgages on substantially all assets; confirm requirements in the corporation's state of incorporation.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","The Canada Business Corporations Act (CBCA) and provincial equivalents (OBCA, ABCA, BCBCA) permit the board to authorize borrowing by ordinary resolution unless the articles require otherwise. Security over personal property is governed by provincial PPSA legislation; registration in the province where assets are located is required for perfection. Quebec borrowers face distinct rules under the Civil Code, including hypothec registration in the Register of Personal and Movable Real Rights (RPMRR). Corporations incorporated in Quebec must ensure the resolution complies with the Business Corporations Act (Quebec).",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, UK companies have unlimited objects by default, meaning no separate by-law is typically required for borrowing authority — but the articles of association may impose limits. Board resolutions authorizing specific facilities are standard practice and required by lenders. Fixed and floating charges over company assets must be registered at Companies House within 21 days of creation or they are void against liquidators and creditors. Scottish companies follow the same registration requirements but security law is governed by Scots law, which differs in some respects from English law.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","EU member states have materially different corporate governance rules for borrowing authority — French sociétés anonymes require board authorization; German GmbHs and AGs have supervisory and management board approval requirements that vary by transaction size. Security registration requirements are entirely national: France uses the registre du commerce et des sociétés; Germany uses the Handelsregister and specific pledge formalities. GDPR does not directly affect borrowing by-laws, but cross-border loan documentation may involve personal data transfers requiring standard contractual clauses where EU officers' data is shared with non-EU lenders.",[264,508,509,510,511,512,513,514,515,516,517,261],"certificate-of-corporate-resolution-D3","minutes-of-meeting-of-directors-D14","board-resolution-approving-unanimous-shareholders-agreement-D5153","security-agreement-D915","promissory-note-D434","non-disclosure-agreement-nda-D12692","articles-of-incorporation-D998","loan-agreement-D417","board-resolution-approving-compensation-for-board-of-directors-D39","guarantee-of-account-D400",{"emit_how_to":208,"emit_defined_term":208},{"primary_folder":101,"secondary_folder":520,"document_type":521,"industry":522,"business_stage":523,"tags":524,"confidence":530},"loans-and-promissory-notes","resolution","general","all-stages",[525,526,527,528,529],"legal","borrowing-authorization","board-resolution","debt-financing","corporate-governance",0.92,"\u003Ch2>What is a By Law Approving Borrowing of Money?\u003C/h2>\n\u003Cp>A \u003Cstrong>By Law Approving Borrowing of Money\u003C/strong> is a formal corporate resolution — enacted as a by-law of the corporation — by which the board of directors or shareholders officially authorize the company to borrow funds from a lender, pledge corporate assets as collateral, and empower named officers to execute all related loan and security documents on the corporation's behalf. It is the internal governance instrument that transforms a business decision to take on debt into a legally documented, lender-enforceable corporate act. Unlike a general meeting minute, a borrowing by-law is a self-contained authorization document that can be certified by the corporate secretary and delivered to the lender as conclusive evidence that the signing officers had authority to bind the corporation.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a certified borrowing by-law, most institutional lenders will not advance a single dollar — it is a standard closing condition on virtually every corporate loan, line of credit, or secured credit facility. Beyond satisfying the lender, the document protects the corporation and its officers: if the borrowing is ever disputed or the corporation enters insolvency, a properly passed resolution establishes that the debt was incurred with full board authority, shielding officers from personal liability claims that arise when borrowing lacks documented corporate approval. Corporations that skip this step also expose themselves to ultra vires risk — the possibility that an unauthorized act is void — which can unwind security registrations and complicate enforcement. A completed, certified borrowing by-law passed before loan closing eliminates all of these risks in under an hour, and this template gives you the structure to do it right the first time.\u003C/p>\n",1779808995426]