Enter Company & Loan Conversion Details
Fill in the details below to generate a Board Resolution for Conversion of Loan into Equity.
Document Preview
Board Resolution for Conversion of Loan into Equity
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Conversion of Loan into Equity Shares
A meeting of the Board of Directors of ________________ was held on __________ at the Registered Office of the Company.
RESOLVED THAT pursuant to the loan agreement dated __________ for an amount of Rs. __________ carrying interest at __________%, the Board hereby approves the conversion of the said loan into equity shares of the Company.
RESOLVED FURTHER THAT pursuant to Section 62 of the Companies Act, 2013, __________ equity shares of face value Rs. __________ each at an issue price of Rs. __________ (including premium of Rs. __________) be issued in full satisfaction of the outstanding loan.
RESOLVED FURTHER THAT the equity shares so issued shall rank pari passu with existing equity shares of the Company.
RESOLVED FURTHER THAT any Director or the Company Secretary be authorised to file necessary forms with the Registrar of Companies and do all acts required to give effect to this resolution.
What is a Board Resolution for Conversion of Loan into Equity?
Introduction, Benefits, Compliance & Sample Format
A Board Resolution for Conversion of Loan into Equity is a formal corporate document that records the decision of the Board of Directors to convert an outstanding loan, typically from directors or promoters, into equity shares of the company.
This resolution is essential under the Companies Act, 2013, as it authorises the allotment of shares in lieu of cash repayment and ensures that the transaction is properly documented for statutory and regulatory compliance.
This document is required when a company wishes to restructure its debt by issuing equity shares instead of repaying the principal and interest in cash. It is commonly used in situations involving promoter loans, inter-corporate deposits, or loans from directors where the terms allow for optional or mandatory conversion into equity.
The resolution serves as a legal record of the Board’s approval and is essential for filing with the Registrar of Companies (ROC) and for maintaining accurate corporate records.
Benefits of Using a Standard Format
Using a professionally drafted, ready-to-use Board Resolution format helps companies maintain consistency in corporate documentation.
A standardised template reduces the risk of errors, ensures all legally required details are captured, and saves significant time during the drafting process.
This approach supports compliance with the Companies Act, 2013 and facilitates smooth filing with regulatory authorities.
Relevance to Company Compliance
The conversion of loan into equity is a significant corporate action that affects the company’s capital structure.
For companies seeking to formalise their shareholding or restructure promoter contributions, this resolution forms part of the broader compliance framework.
Companies that are already registered should ensure that all capital-related transactions, including loan conversions, are properly documented and filed with the Registrar of Companies.
For businesses planning to incorporate or seeking GST Registration, understanding such compliance requirements at an early stage helps establish robust corporate governance practices from the outset.
Board Resolution for Conversion of Loan into Equity – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office Address: _______________________________
Email: _______________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors held on ____________ (Date) at ____________ (Time) at the Registered Office of the Company.
Subject: Conversion of Loan into Equity Shares
The Chairman of the meeting apprised the Board that the company has, from time to time, obtained loans from its director(s), subject to mutually agreed terms and conditions.
RESOLVED THAT pursuant to the loan agreement entered into between the company and its director(s) on ____________ (Date) for an amount of Rs. ____________, wherein an option was granted for conversion of the loan into equity shares, the Board hereby approves the conversion of the said loan into equity shares of the Company.
RESOLVED FURTHER THAT pursuant to Section 62 and other applicable provisions of the Companies Act, 2013, the consent of the Board be and is hereby accorded for the issue and allotment of equity shares in full satisfaction of the outstanding loan.
RESOLVED FURTHER THAT the equity shares so issued shall rank pari passu in all respects with the existing equity shares of the Company.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be authorised to sign, execute and file necessary forms with the Registrar of Companies and to do all such acts as may be required to give effect to this resolution.
Certified to be True
For _________________________ (Company Name)
Signature: _________________________
Name: _________________________
Designation: _________________________
DIN: _________________________
Frequently Asked Questions
Are the details in the Board Resolution the same as the Special Resolution?
The key details such as loan amount, conversion terms and number of shares are generally consistent. However, the Board Resolution records the Board’s approval, while the Special Resolution records shareholder approval.
Is the signature of all directors mandatory?
No. The resolution is usually signed by the Chairperson or an authorised director and certified as a true copy.
What details are included in the resolution format?
It includes company details, loan agreement date, loan amount, interest rate, number of equity shares, issue price, confirmation of pari passu ranking, and authorised signatory details.
Is professional certification mandatory?
Professional certification is not mandatory for the resolution itself, but may be required while filing MCA forms with the ROC.
Is the Board Resolution mandatory for MCA filing?
Yes. The Board Resolution approving conversion of loan into equity is a mandatory attachment for forms such as PAS-3.