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 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 additional resources related to private placements, see Private Placements Resource Kit.