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Loan Agreement Between Parent Company And Subsidiary Template for England and Wales

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Key Requirements PROMPT example:

Loan Agreement Between Parent Company And Subsidiary

"I need a Loan Agreement Between Parent Company And Subsidiary for a £5 million working capital facility from our UK parent company to our Welsh manufacturing subsidiary, with quarterly interest payments and a final repayment date in March 2025."

Document background
A Loan Agreement Between Parent Company And Subsidiary is commonly used when a parent company provides financial support to its subsidiary through debt rather than equity financing. This agreement, governed by English and Welsh law, is essential for documenting the terms of intra-group lending, ensuring compliance with transfer pricing regulations, and maintaining clear financial boundaries between group entities. It typically includes provisions for interest rates, repayment schedules, security arrangements, and default scenarios, while considering tax implications and corporate governance requirements.
Suggested Sections

1. Parties: Identification of parent company (lender) and subsidiary (borrower) with full legal names and registration details

2. Background: Context of the loan and relationship between parties, including group structure context

3. Definitions: Key terms used throughout the agreement including financial terms, parties, and relevant dates

4. Loan Amount and Purpose: Specification of loan amount, currency, and intended use of funds

5. Interest Rate and Payments: Interest calculation method, payment dates, and payment mechanisms

6. Repayment Terms: Schedule and mechanisms for repayment including early repayment provisions

7. Representations and Warranties: Standard representations about corporate status, power to enter agreement, and financial condition

8. Events of Default: Circumstances constituting default and consequences of default

9. Governing Law and Jurisdiction: Specification of English and Welsh law and jurisdiction of courts

Optional Sections

1. Security: Details of any security/collateral arrangements when loan is secured

2. Guarantees: Third-party guarantees and their terms when additional security is required

3. Subordination: Provisions regarding ranking of debt when multiple creditors exist

4. Tax Provisions: Specific provisions for handling tax implications, particularly for cross-border transactions

5. Change of Control: Provisions dealing with changes in ownership or control of the borrower

Suggested Schedules

1. Schedule 1 - Repayment Schedule: Detailed payment dates, amounts, and installment structure

2. Schedule 2 - Security Documents: Details of any security arrangements and associated documentation

3. Schedule 3 - Conditions Precedent: List of conditions to be met before loan drawdown

4. Schedule 4 - Form of Drawdown Notice: Template for requesting loan disbursements

5. Schedule 5 - Financial Covenants: Specific financial ratios and requirements to be maintained by borrower

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



































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, particularly relevant for directors' duties and intra-group transactions in parent-subsidiary relationships

Financial Services and Markets Act 2000: Key legislation regulating financial services and markets, affecting how financial arrangements between parent and subsidiary companies are structured

Consumer Credit Act 1974: Legislation that may apply if the loan arrangement has any consumer credit elements, though less common in parent-subsidiary relationships

Corporation Tax Act 2009: Tax legislation governing corporate taxation aspects of intra-group loans and their tax treatment

Income Tax Act 2007: Tax legislation relevant for interest payments and withholding tax considerations in loan agreements

Insolvency Act 1986: Legislation governing corporate insolvency and relevant for subordination and security aspects of intra-group loans

Enterprise Act 2002: Legislation affecting corporate rescue and restructuring, relevant for loan security and enforcement

Proceeds of Crime Act 2002: Anti-money laundering legislation that must be considered in financial transactions between related companies

Money Laundering Regulations 2017: Regulatory framework for preventing money laundering in financial transactions, including intra-group lending

Unfair Contract Terms Act 1977: Legislation governing fairness in contractual terms, applicable even in corporate relationships

Misrepresentation Act 1967: Legislation protecting against false statements or misrepresentations in contractual arrangements

Transfer Pricing Regulations: Rules ensuring that intra-group loans are made on arm's length terms, particularly important for international groups

FCA Regulations: Financial Conduct Authority regulations governing financial arrangements and conduct requirements

PRA Requirements: Prudential Regulation Authority requirements applicable if the parent company is a regulated entity

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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