Conversion of a Loan into Equity
A promoter or an investor has been funding the company by unsecured loan for two years, the auditor wants it off the borrowings line, and everyone assumes the loan can simply be converted into shares by a Board resolution. It cannot.
- 6 pages
- 56
- Word and PDF
- 12 September 2026
The 3 formats inside
- 1Special resolution, approving the terms of a loan containing an option to convert into sharess.62(3)On its own₹149
- 2Board resolution, conversion of a loan into equity shares and allotments.62(3), s.39(4)On its own₹149
- 3Loan agreement, conversion option clauses.62(3)On its own₹149
Read the opening
The first part of “Special resolution, approving the terms of a loan containing an option to convert into shares”, as it downloads. Blanks are highlighted.
To be passed BEFORE the loan is raised. Certified true copy of the special resolution passed at the extraordinary general meeting of the Members of [ABC Private Limited] held on [Date of the extraordinary general meeting] at [Time of the extraordinary general meeting] at [Venue of the extraordinary general meeting]
APPROVAL OF THE TERMS OF A LOAN CONTAINING AN OPTION TO CONVERT THE LOAN INTO EQUITY SHARES
“RESOLVED THAT pursuant to the provisions of Section 62(3) and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force), and subject to the memorandum and articles of association of the Company, the consent of the Members be and is hereby accorded, prior to and as a condition of the raising of the loan hereinafter described, to the terms of the said loan containing an option to convert the whole or any part of the loan into equity shares of the Company, the said terms being as follows: