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Can a private company accept loans from directors?

1. Permitted Under Companies Act

  • A private company can accept unsecured loans or deposits from its directors
  • Allowed under Section 73(2) of the Companies Act, 2013, and Companies (Acceptance of Deposits) Rules, 2014
  • The director must give a declaration that the funds are not borrowed from others

2. No Limit on Amount

  • There is no cap or monetary limit on the amount a director can lend to the company
  • However, the company must ensure it can repay the loan and record it in its financial statements

3. No Need for Shareholder Approval

  • Unlike loans from other parties, no special resolution or prior approval is required for loans from directors
  • Must be approved by the board of directors and recorded in the minutes

4. Documentation and Disclosure

  • The director must provide a written declaration confirming the loan is from own funds
  • Details must be disclosed in the company’s board report, financial statements, and annual return
  • Interest on the loan (if applicable) should be paid as per the agreed terms

5. Not Treated as Public Deposits

  • Loans from directors are exempted from the definition of “public deposits”, provided the declaration condition is met
  • This exemption helps avoid compliance burdens applicable to public borrowing

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