Checklist · Commercial & Corporate Advisory
Corporate guarantee and indemnity: board approval, corporate benefit record and execution checklist
Pack for a company giving a guarantee and indemnity for another group company or a third party: corporate benefit analysis, solvency check, interests, board resolution, deed execution under s 127 and the records a lender or counterparty will ask for.
- Kind
- Checklist. Steps or checks to work through and tick off.
- Where it applies
- Australia
- AI use
- Yellow AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at
- 18 October 2026
- Status
- Maintained. Checked on 18 October 2026 against the 2 authorities it cites, for Australia.
- Version
- 1
- Source
- Written for this library
When to use it
Use when a client company is asked to guarantee the obligations of a related company, a director or a customer, for example under a facility, lease or supply agreement. It sits alongside the guarantee document itself, which is usually the counterparty’s form. For financial assistance in connection with an acquisition of the company’s own shares, use the separate approval process.
Used for these tasks
- Prepare the guarantee and indemnity pack for a corporate obligation
- Build the signing and authority pack for a corporate execution
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may summarise the guarantee’s key terms and fill the resolution and execution checklist from the documents; the lawyer and the directors decide corporate benefit, solvency and authority.
AI may
- Summarise the guaranteed obligations, cap, term, release and demand provisions of the counterparty’s guarantee form
- Fill the board resolution and execution checklist from the company extract, constitution and transaction documents
- Check that the named guarantor, ACN and signatories match the ASIC extract and the execution clause
AI must not
- Must not conclude that the guarantee is in the company’s interests or that the company is solvent
- Must not decide whether s 187 applies or whether a director has a material personal interest
- Must not date, release or exchange signed documents
The lawyer checks
- The board has recorded the benefit to the guarantor company itself, or, for a wholly-owned subsidiary, that the constitution authorises acting in the holding company’s interests and the company is not and will not become insolvent (s 187)
- Directors with a personal interest (for example as co-guarantors or shareholders of the borrower) have disclosed it and the voting rules were followed
- The guarantee is executed as a deed under s 127(3) or as the constitution allows, and the signatories hold the offices stated
- The client understands the guarantee’s scope, including any all-moneys clause, continuing obligation and indemnity that survives invalidity of the guaranteed debt
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
The full text is for signed-in accounts. It is free. When you sign in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
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