Intercompany Loan Agreement for Canada

Intercompany Loan Agreement Template for Canada

A comprehensive agreement governed by Canadian law that establishes the terms and conditions for a loan between related companies within the same corporate group. The document addresses key elements including principal amount, interest rates, repayment terms, and tax considerations, while ensuring compliance with Canadian corporate law, tax regulations, and transfer pricing requirements. It includes specific provisions for intercompany relationships and incorporates necessary safeguards for both parties while maintaining the flexibility often required in intragroup financing arrangements.

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What is a Intercompany Loan Agreement?

The Intercompany Loan Agreement is essential for documenting financial arrangements between related entities within a corporate group in Canada. It is typically used when one group company has excess funds and another requires financing for operations, acquisitions, or other corporate purposes. The agreement must comply with Canadian federal and provincial laws, particularly regarding corporate authority, interest rates, tax implications, and transfer pricing requirements. The document should include clear terms about the loan amount, interest calculation, repayment schedule, and any security arrangements, while also addressing specific Canadian tax considerations such as thin capitalization rules and withholding tax requirements. This agreement is particularly important for maintaining proper corporate governance and creating a clear audit trail for tax and regulatory compliance purposes.

What sections should be included in a Intercompany Loan Agreement?

1. Parties: Identification of the lender and borrower entities, including registration details and addresses

2. Background: Context of the intercompany loan and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. The Loan: Principal amount, currency, and purpose of the loan

5. Interest: Interest rate, calculation method, and payment frequency

6. Repayment Terms: Schedule for repayment, prepayment rights, and maturity date

7. Representations and Warranties: Standard corporate representations including authority, validity, and compliance with laws

8. Tax Provisions: Treatment of withholding tax, gross-up provisions, and tax compliance requirements

9. Events of Default: Circumstances constituting default and consequences

10. Notices: Communication requirements and contact details

11. Governing Law: Specification of Canadian law and jurisdiction

12. Execution: Signature blocks and execution requirements

What sections are optional to include in a Intercompany Loan Agreement?

1. Security: Include if the loan is to be secured by assets or guarantees

2. Guarantees: Include if there are parent company or third-party guarantees

3. Conditions Precedent: Include if disbursement is subject to specific conditions

4. Covenants: Include if specific ongoing obligations are required of the borrower

5. Assignment: Include if transfer rights need to be specifically addressed

6. Currency Conversion: Include for multi-currency loans or foreign currency payments

7. Subordination: Include if this loan needs to be subordinated to other debt

8. Transfer Pricing Compliance: Include detailed transfer pricing provisions if required by group policy

What schedules should be included in a Intercompany Loan Agreement?

1. Repayment Schedule: Detailed amortization or payment schedule

2. Form of Draw Down Notice: Standard form for requesting loan disbursements

3. Transfer Pricing Documentation: Documentation supporting the arm's length nature of the loan terms

4. Security Details: Description of any security or collateral (if applicable)

5. Corporate Authorizations: Copies of relevant board resolutions and authorizations

6. Guarantees: Forms of any guarantees (if applicable)

7. Existing Indebtedness: Schedule of borrower's existing debt obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Mining

Retail

Healthcare

Transportation

Telecommunications

Professional Services

Construction

Agriculture

Relevant Teams

Legal

Finance

Treasury

Tax

Compliance

Corporate Secretariat

Risk Management

Accounting

Corporate Development

Internal Audit

Relevant Roles

Chief Financial Officer

Treasury Manager

Tax Director

Corporate Controller

Finance Manager

Legal Counsel

Company Secretary

Financial Controller

Transfer Pricing Manager

Treasury Analyst

Tax Manager

Corporate Finance Director

Compliance Officer

General Counsel

Finance Director

Industries
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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