Minutes of the Board of Directors (Lending): Subsidiary Guarantor
(Corporation)

Summary

This template for minutes and resolutions of the board of directors of a subsidiary of a borrower authorizes the guarantee of a loan and entry into related documents. This template can be used to convey this authorization at a meeting of the board of directors as opposed to by written consent. This template includes practical guidance and drafting notes. In a financing transaction, the enforceability of the documents signed by the subsidiary guarantor corporation depends upon the due authorization of the corporation to enter into that transaction. The signatories of each party to the financing documents must first obtain such authorization, and confirmation of this should be performed by counsel to the counterparty. Counsel to the borrower and other obligated parties must confirm their due authorization to issue a valid enforceability legal opinion. Business entity resolutions adopted at a meeting or via unanimous written consent documents can evidence this authorization. The documentation for a unanimous written consent, or resolutions, can take a variety of different formats. This template covers a corporation that is guaranteeing the obligations of its parent company that is acting as a borrower in a financing transaction. Before drafting, you should familiarize yourself with the applicable state's corporation laws to ensure that the form of the documentation conforms to legal requirements. This template references the Delaware General Corporation Law (DGCL), contained in 8 Del. C. § 141, as Delaware is a popular state in which to form or incorporate business entities due to its favorable business climate. The capitalized terms used in this set of meeting minutes need not conform to the defined terms in the relevant credit agreement or any other agreement included in the relevant financing transaction. Refer to Action by Written Consent of Directors (Subsidiary Guarantors) (Corporation) (Lending) for a template of a written consent of the boards of directors of a group of subsidiary guarantors organized as corporations. For a form of written consent of subsidiary guarantors that are organized as member-managed limited liability companies, see Action by Written Consent of Members (Subsidiary Guarantors) (Member-Managed LLC) (Lending). For a template covering written consent of subsidiary guarantors organized as manager-managed limited liability companies, see Action by Written Consent of Board of Managers (Subsidiary Guarantors) (Manager-Managed LLC) (Lending). Also refer to the Closing Process Resource Kit for templates that can be used in conjunction with this template as part of a financing transaction closing.