Board Resolutions: Unregistered Offering of Debt Securities
(Regulation D)

Summary

This board resolutions template can be used to approve the issuance of debt securities in an offering made in reliance on Rule 506 (17 C.F.R. § 230.506) of Regulation D. These resolutions may be inserted into the minutes of a meeting of the board, or included in a unanimous written consent, if no meeting is held. This template includes practical guidance, drafting notes, and optional clauses. For information regarding Rule 506 and Regulation D, see Regulation D Offerings. For a full listing of key content covering Regulation D offerings, see Regulation D Resource Kit. For a template of board resolutions for unregistered preferred stock, see Board Resolutions: Unregistered Offering of Preferred Stock (Regulation D), and for a template of board resolutions for unregistered common stock, see Board Resolutions: Unregistered Offering of Common Stock. For more on board resolutions generally, see Board Resolutions for Capital Markets Transactions Resource Kit. For additional resources related to private placements, see Private Placements Resource Kit.