Loan Agreement Between Parent Company And Subsidiary Template for Canada

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Loan Agreement Between Parent Company And Subsidiary

I need a Loan Agreement Between Parent Company And Subsidiary for a CAD 5 million working capital loan from our Toronto-based parent company to our Vancouver subsidiary, with quarterly interest payments and a maturity date of March 1, 2025.

Document background
The Loan Agreement Between Parent Company And Subsidiary is a crucial document used when a parent company provides financing to its subsidiary in Canada. This agreement is essential for documenting intra-group lending arrangements while ensuring compliance with Canadian corporate law, tax regulations, and transfer pricing rules. It's particularly important for establishing clear terms of lending, maintaining proper corporate governance, and creating a legally enforceable obligation between related entities. The agreement must address specific Canadian regulatory requirements, including those under the Canada Business Corporations Act and relevant provincial legislation. It typically includes detailed provisions for loan amount, interest calculation (considering arm's length principles), repayment terms, security arrangements (if any), and default provisions, while acknowledging the special relationship between the parties. This document is fundamental for corporate groups managing internal financing structures and must be carefully drafted to withstand regulatory scrutiny.
Suggested Sections

1. Parties: Identification of the parent company (as lender) and subsidiary (as borrower), including registration details and addresses

2. Background: Context of the loan arrangement, relationship between parties, and purpose of the loan

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

4. Loan Amount and Purpose: Specification of the loan amount and detailed description of its intended use

5. Interest Rate and Calculation: Interest rate specification, calculation method, and payment frequency, ensuring compliance with transfer pricing rules

6. Repayment Terms: Schedule and method of repayment, including any prepayment provisions

7. Conditions Precedent: Conditions that must be satisfied before the loan becomes effective

8. Representations and Warranties: Standard representations from both parties, including corporate authority and regulatory compliance

9. Covenants: Ongoing obligations of the borrower, including financial covenants and reporting requirements

10. Events of Default: Circumstances constituting default and consequences thereof

11. Related Party Provisions: Specific provisions addressing the parent-subsidiary relationship and corporate governance requirements

12. Notices: Communication protocols between parties

13. Governing Law and Jurisdiction: Specification of Canadian law as governing law and jurisdiction for disputes

14. Execution: Signature blocks and execution requirements

Optional Sections

1. Security: Details of any security or collateral for the loan, used when the loan is secured

2. Subordination: Required when the loan needs to be subordinated to other debt obligations

3. Tax Provisions: Detailed tax implications and requirements, especially relevant for cross-province or international parent-subsidiary relationships

4. Currency Provisions: Required when loan and repayments are in different currencies

5. Assignment and Transfer: Include when either party may need to transfer rights or obligations

6. Regulatory Compliance: Additional compliance requirements for regulated industries

7. Change of Control: Provisions dealing with changes in subsidiary ownership or control

8. Inter-creditor Provisions: Required when there are multiple lenders or complex debt structures

Suggested Schedules

1. Repayment Schedule: Detailed schedule of repayment dates and amounts

2. Interest Calculation Examples: Examples showing interest calculation methodology

3. Corporate Authorizations: Copies of board resolutions and other corporate approvals

4. Security Details: If applicable, detailed description of security or collateral

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

6. Financial Covenants Calculations: Formulas and examples for financial covenant calculations

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

8. Form of Compliance Certificate: Template for periodic compliance reporting

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

Relevant legal definitions
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Energy

Mining

Healthcare

Transportation

Telecommunications

Professional Services

Construction

Agriculture

Hospitality

Relevant Teams

Legal

Finance

Treasury

Tax

Compliance

Risk Management

Corporate Governance

Accounting

Corporate Development

Executive Leadership

Company Secretariat

Internal Audit

Relevant Roles

Chief Financial Officer

Finance Director

Corporate Treasurer

Legal Counsel

Corporate Secretary

Tax Director

Financial Controller

Compliance Officer

Risk Manager

Corporate Finance Manager

Treasury Analyst

Legal Director

Company Secretary

Board Director

Chief Executive Officer

Financial Planning Manager

Accounting Manager

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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