Directors Loan Agreement Template for the United States
Generate a bespoke document
What is a Directors Loan Agreement?
The Director's Loan Agreement is essential when a company extends a loan to a member of its board of directors in the United States. This document is commonly used for various purposes, including financing share purchases, supporting business development activities, or as part of executive compensation arrangements. The agreement must comply with federal regulations, including IRS requirements for minimum interest rates, and state-specific corporate laws. It requires careful structuring to avoid characterization as disguised compensation or dividends and typically needs board approval. The document includes comprehensive terms covering loan amount, interest, repayment schedule, security arrangements, and default provisions, while ensuring compliance with Sarbanes-Oxley requirements for public companies and relevant state corporate governance standards.
About the Directors Loan Agreement
A Directors Loan Agreement is a crucial legal document that governs the terms when your company provides a loan to one of its board directors. Under United States law, this agreement must comply with federal tax regulations, state corporate laws, and securities regulations to ensure the transaction is properly documented and legally compliant.
When do you need this document?
You need a Directors Loan Agreement when your company plans to lend money to a director for business or personal purposes. Common scenarios include financing a director's purchase of company shares, providing working capital for business development activities, or offering loans as part of executive compensation packages. The agreement is also essential when a director has already received an advance and you need to formalize the arrangement with proper documentation. For public companies, this document becomes critical due to Sarbanes-Oxley Act restrictions that generally prohibit personal loans to directors and executive officers.
Key legal considerations
Several critical legal elements must be addressed in your Directors Loan Agreement. The interest rate must comply with IRS Applicable Federal Rate (AFR) requirements to avoid tax implications under Internal Revenue Code Section 7872, which regulates below-market loans. You must clearly define the loan amount, purpose, repayment terms, and any security or collateral arrangements. The agreement should specify default provisions, acceleration clauses, and remedies available to the company. Board approval requirements must be documented according to your state's corporate laws, and you should consider whether the transaction constitutes a related party transaction requiring special disclosure or approval procedures.
Legal requirements in United States
Under United States law, Directors Loan Agreements must comply with multiple regulatory frameworks. Federal tax law requires that loans bear interest at least equal to the AFR to avoid imputed income consequences. State corporate laws, such as the Delaware General Corporation Law, typically require board approval for loans to directors and may impose additional fiduciary duty considerations. Public companies face strict restrictions under the Sarbanes-Oxley Act Section 402, which generally prohibits personal loans to directors and executive officers. Securities regulations may require disclosure of director loans in proxy statements and other SEC filings. State usury laws may cap maximum interest rates, and you must ensure compliance with any applicable transfer pricing rules under IRC Section 482 for related party transactions.
GOVERNING LAW
Applicable law
This Directors Loan Agreement is drafted to comply with United States law. Key legislation includes:
Internal Revenue Code Section 13601: Addresses executive compensation and related party transactions, including loans to directors
Sarbanes-Oxley Act Section 402: Prohibits personal loans to directors and executive officers of public companies
State Corporate Law (e.g., Delaware General Corporation Law): Governs corporate transactions, including loans to directors and required board approvals
Securities Exchange Act Section 13(k): Regulations regarding disclosure of loans to directors in public companies
State Usury Laws: State-specific regulations on maximum interest rates and loan terms
IRC Section 482: Controls transfer pricing and transactions between related parties to ensure arm's length terms
Uniform Commercial Code Article 9: Governs secured transactions if the loan is to be secured by collateral
Explore 208,390+ legal templates
Explore 208,390+ legal templates
Genie's Security Promise
Genie is the safest place to draft. Here's how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie's AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it