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Certificate Of Borrowing Authority Template for United States

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Key Requirements PROMPT example:

Certificate Of Borrowing Authority

"I need a Certificate of Borrowing Authority for my technology startup to authorize borrowing up to $5 million from Silicon Valley Bank, with our CEO and CFO as authorized signatories, to be effective from March 1, 2025."

Document background
A Certificate of Borrowing Authority is commonly required by lenders in the United States before extending credit to corporate borrowers. This document serves as formal evidence that the corporation has properly authorized the borrowing through appropriate corporate action, typically through a board resolution. The certificate includes critical information such as the maximum authorized borrowing amount, names of authorized signatories, and references to relevant board resolutions. It helps protect both the lender and the corporation by clearly documenting the scope and limitations of the borrowing authority, while ensuring compliance with corporate governance requirements and applicable regulations.
Suggested Sections

1. Corporate Information: Legal name, address, and registration details of the corporation

2. Authorization Statement: Clear statement of the borrowing authority being certified including the authorized borrowing amount

3. Board Resolution Reference: Reference to the specific board resolution authorizing the borrowing, including date and meeting details

4. Authorized Signatories: Names, titles, and authority scope of individuals authorized to execute loan documents

5. Certification: Formal certification statement attesting to the accuracy of the information provided

Optional Sections

1. Specific Transaction Reference: Details of specific loan or credit facility when certificate is for a particular transaction rather than general authority

2. Term Limitations: Any time limitations or expiration dates on the borrowing authority

3. Collateral Authorization: Specific authority to pledge assets as collateral and any limitations on such authority

4. Compliance Statements: Statements confirming compliance with specific laws, regulations, or corporate requirements

Suggested Schedules

1. Schedule A - Board Resolution: Copy of the actual board resolution authorizing the borrowing

2. Schedule B - Specimen Signatures: Sample signatures and specimen signature certificates of authorized signatories

3. Schedule C - Corporate Documentation: Copies of relevant corporate documents including bylaws and articles of incorporation excerpts supporting the authority

4. Schedule D - Incumbency Certificate: Certificate verifying the current officers and their positions within the corporation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


















Clauses



















Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and mandating disclosure requirements to protect investors.

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight of securities markets.

Truth in Lending Act (TILA): Federal law promoting informed use of consumer credit by requiring disclosures about loan terms and costs.

UCC Article 9: Uniform Commercial Code provisions governing secured transactions and borrowing arrangements.

State Corporation Laws: State-specific regulations governing corporate formation, operations, and authority to borrow.

State Banking Regulations: State-level rules governing banking operations and lending practices within the state.

State Lending Laws: State-specific regulations governing lending practices, including licensing and operational requirements.

State Usury Laws: State regulations setting maximum interest rates and defining usurious lending practices.

Corporate Bylaws Compliance: Internal corporate governance documents defining borrowing authority and approval requirements.

Federal Reserve Regulations: Federal banking regulations affecting lending practices and financial institution operations.

FDIC Regulations: Federal deposit insurance regulations affecting banking institutions' lending practices.

SEC Regulations: Securities and Exchange Commission rules affecting public company borrowing and disclosure requirements.

Industry-Specific Requirements: Specialized regulations affecting borrowing authority in particular industries or sectors.

Corporate Resolution Requirements: Documentation requirements for formal corporate approval of borrowing authority.

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance standards and internal controls for public companies.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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