The Loan Agreement Shareholder To Company is a crucial document used when a shareholder provides debt financing to their company under Swiss law. This arrangement is common when companies need additional funding but prefer not to dilute ownership or seek external financing. The agreement must comply with Swiss corporate law requirements, particularly regarding capital maintenance rules and thin capitalization. It details essential terms including loan amount, interest rate (which must be at arm's length), repayment schedule, and any security arrangements. The document becomes especially important for tax purposes and in potential insolvency scenarios, where proper documentation of the shareholder loan is crucial for establishing creditor rights. This agreement type is particularly relevant in the Swiss context due to specific regulatory requirements and the country's strict corporate governance standards.
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1. Parties: Identification of the Lender (Shareholder) and Borrower (Company) with full legal names and addresses
2. Background: Context of the loan, relationship between parties, and purpose of the financing
3. Definitions: Key terms used throughout the agreement
4. Loan Amount and Purpose: Specification of the loan amount, currency, and permitted use of funds
5. Interest: Interest rate, calculation method, and payment schedule
6. Drawdown: Conditions and process for disbursement of the loan
7. Repayment: Terms of repayment, including schedule, prepayment rights, and final maturity
8. Representations and Warranties: Standard confirmations from both parties regarding their capacity and authority
9. Information Rights: Borrower's obligations to provide financial and other information to the Lender
10. Events of Default: Circumstances that trigger default and consequences
11. Taxes: Treatment of taxes and withholding requirements
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. Miscellaneous: Standard boilerplate provisions including severability, whole agreement, and amendments
1. Security: Details of any collateral or security provided - include if loan is secured
2. Subordination: Terms of subordination to other debt - include if required by other lenders
3. Conversion Rights: Rights to convert loan to equity - include if convertible feature is desired
4. Board Observer Rights: Rights of lender to observe board meetings - include for significant loans
5. Financial Covenants: Specific financial metrics to be maintained - include for larger loans
6. Assignment and Transfer: Rights to transfer the loan - include if transferability is desired
7. Currency Conversion: Include if loan is in foreign currency or multiple currencies
8. Parent Company Guarantee: Include if additional group company guarantee is required
1. Repayment Schedule: Detailed amortization table if repayment is in installments
2. Form of Drawdown Notice: Standard form for requesting loan disbursement
3. Calculation of Interest: Detailed methodology for interest calculation if complex
4. Corporate Authorizations: Copies of relevant board and shareholder resolutions
5. Security Documents: If applicable, forms of security agreements or pledges
6. Conditions Precedent Documents: List of required documents prior to drawdown
7. Form of Compliance Certificate: Template for periodic compliance reporting if required
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