Board Resolution for Loan from Bank — Format 2026
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF {{company_name}} HELD ON {{meeting_date}} AT {{meeting_place}}
CIN: {{cin}}
Registered Office: {{registered_office}}
AVAILING OF Term Loan OF ₹ {{facility_amount}} FROM {{lender_name}}
"RESOLVED THAT pursuant to Section 179(3)(d) and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, and subject to the Memorandum and Articles of Association of the company, the consent of the Board of Directors be and is hereby accorded to borrow / avail from {{lender_name}}, {{lender_branch}} ('the Lender') a Term Loan for an amount not exceeding ₹ {{facility_amount}} (Rupees {{facility_amount_words}} only), for the purpose of {{loan_purpose}}, on the terms and conditions contained in the Lender's sanction letter no. ____________ dated ____________ [or: on such terms as to interest, tenure, repayment and security as may be agreed with the Lender], a copy of which was placed before the Board and is hereby approved and accepted.
RESOLVED FURTHER THAT the Board hereby confirms that the amount proposed to be borrowed, together with the monies already borrowed by the company (apart from temporary loans obtained from the company's bankers in the ordinary course of business), ____________ [public company — choose one: (a) 'does not exceed the aggregate of the paid-up share capital, free reserves and securities premium of the company'; or (b) 'is within the overall borrowing limit of ₹ ____________ approved by the members by special resolution passed on ____________ under Section 180(1)(c) of the Act'. Private company — Section 180 does not apply; retain option (a) or delete this limb, as the Lender's format requires].
RESOLVED FURTHER THAT the said facility be secured by {{security_details}}, and that the company do create such mortgage, hypothecation, pledge, lien or other charge in favour of the Lender, and execute such loan agreement, deed of hypothecation, memorandum of entry, demand promissory note, letters of continuity, guarantees, undertakings and other documents, as the Lender may require.
RESOLVED FURTHER THAT the following directors / officers of the company be and are hereby authorised, severally, to accept the sanction letter, to negotiate, finalise, sign and execute the aforesaid documents and any amendments, renewals or enhancements within the amount sanctioned hereby, to affix the common seal of the company thereon, if any, in the manner provided in the Articles of Association, and to do all such acts, deeds and things as may be necessary to give effect to this resolution:
| Sl. | Name | Designation | DIN / PAN | Specimen signature |
|---|
| 1 | {{signatory_1_name}} | {{signatory_1_designation}} | ____________ | |
| 2 | | | ____________ | |
RESOLVED FURTHER THAT the particulars of the charge created in favour of the Lender be filed with the Registrar of Companies in Form CHG-1 within thirty days of its creation as required by Section 77 of the Act, that the Register of Charges in Form CHG-7 be written up accordingly, and that a copy of this resolution certified by any director or the company secretary be furnished to the Lender, who may act upon it until written notice of its revocation or modification is received."
- Drafting hint: a public company whose borrowings will cross paid-up capital + free reserves + securities premium must first obtain the members' special resolution under Section 180(1)(c), which has to state the total amount up to which the Board may borrow (Section 180(2)). Pass the Board resolution "subject to the approval of the members" and convene the general meeting in the same sitting.
- Drafting hint: where an interested director (for example, a director who is also the lender, or a guarantor receiving commission) is on the Board, record the Section 184 disclosure in the minutes; in a public company that director neither participates nor votes on the item.
- Drafting hint: for an enhancement or renewal of an existing limit, recite the earlier resolution date and the existing limit, and state the enhanced limit as the new aggregate — lenders reject copies that leave the old and new figures to be added up.
ANNEXURE — BORROWING POSITION PLACED BEFORE THE BOARD
| Particulars | Amount (₹) |
|---|
| A. Paid-up share capital (as per latest audited balance sheet) | ____________ |
| B. Free reserves | ____________ |
| C. Securities premium | ____________ |
| D. Section 180(1)(c) base (A + B + C) | ____________ |
| E. Monies already borrowed, excluding temporary loans from bankers in the ordinary course | ____________ |
| F. Facility now proposed | {{facility_amount}} |
| G. Total borrowings after this facility (E + F) | ____________ |
| H. Limit approved by members under Section 180(1)(c), if any (date of special resolution: ____________) | ____________ |
| I. Headroom — higher of (D − G) or (H − G) | ____________ |
- "Temporary loans" for row E means loans repayable on demand or within six months from the date of the loan — short-term cash credit arrangements, bill discounting and other short-term seasonal loans — but not loans raised to finance capital expenditure (Explanation to Section 180(1)(c)).
- Keep this working with the Board papers even for a private company: it is the first thing a lender's legal counsel and the statutory auditor ask for.
Certified that the above is a true copy of the resolution passed at the meeting of the Board of Directors of the company held on {{meeting_date}}, that the same has been duly recorded in the minutes book of the company, and that the said resolution is in force and has not been rescinded or modified as on date.
By order of the Board
For {{company_name}}
_______________________________
{{chairman_name}}
Director / Company Secretary
DIN / Membership No.: ____________
Place: __________________
Date: ____________
