Subsidiary Loan Agreement for Germany

Subsidiary Loan Agreement Template for Germany

A German law-governed Subsidiary Loan Agreement is a formal financing arrangement between a parent company and its subsidiary, structured under the German Civil Code (BGB) and relevant corporate regulations. This agreement establishes the terms and conditions for inter-company lending, including loan amount, interest rates, repayment terms, and subordination provisions. It incorporates specific German legal requirements regarding corporate group financing, tax implications, and potentially banking regulations, while ensuring compliance with German insolvency laws, particularly regarding subordinated loans (nachrangige Darlehen).

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What is a Subsidiary Loan Agreement?

The Subsidiary Loan Agreement is a crucial document for corporate groups operating under German law, facilitating structured financial support from parent companies to their subsidiaries. This agreement type is commonly used when a parent company provides direct financing to its subsidiary for various purposes such as working capital, expansion, or specific projects. The document must comply with German corporate law requirements, particularly the German Civil Code (BGB) and Stock Corporation Act (AktG), while addressing specific considerations for inter-company loans such as arm's length principles, subordination requirements, and tax implications. The agreement typically includes detailed provisions on loan terms, interest rates, repayment schedules, and various covenants to protect both parties' interests while maintaining appropriate corporate governance within the group structure.

What sections should be included in a Subsidiary Loan Agreement?

1. Parties: Identification of the parent company as lender and subsidiary as borrower, including registration details and authorized representatives

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

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and currency conventions

4. Loan Amount and Purpose: Specification of the loan amount, currency, and permitted uses of the loan proceeds

5. Interest: Interest rate, calculation method, payment dates, and default interest provisions

6. Drawdown: Conditions and procedures for drawing down the loan, including notice requirements

7. Repayment: Repayment schedule, prepayment provisions, and mandatory prepayment events

8. Subordination: Terms of subordination to other creditors and related restrictions

9. Representations and Warranties: Standard and subsidiary-specific representations and warranties

10. Covenants: Financial and operational covenants specific to subsidiary operations

11. Events of Default: Default triggers and consequences, including cross-default provisions

12. Tax Provisions: Treatment of taxes, including withholding tax and VAT considerations

13. Notices: Communication procedures and contact details

14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions

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

1. Security: Required if the loan is secured by assets or guarantees

2. Parent Company Oversight Rights: Additional control rights for parent company beyond standard covenants

3. Regulatory Compliance: Specific section needed if loan size triggers banking regulations

4. Currency Protection: Required for loans in non-EUR currency

5. Group Treasury Management: Include if part of broader group cash management system

6. Participation in Group Insurance: Required if subsidiary participates in group insurance schemes

7. Change of Control: Include if specific provisions needed for change in subsidiary ownership

8. Intellectual Property Rights: Required if IP rights are relevant to loan purpose or security

What schedules should be included in a Subsidiary Loan Agreement?

1. Schedule 1 - Drawdown Notice Form: Standard form for requesting loan disbursements

2. Schedule 2 - Repayment Schedule: Detailed amortization schedule if term loan

3. Schedule 3 - Calculation of Interest: Detailed interest calculation methodology

4. Schedule 4 - Corporate Authorizations: Required board and shareholder resolutions

5. Schedule 5 - Security Documents: If applicable, list and copies of security documents

6. Schedule 6 - Compliance Certificate: Form for periodic compliance certification

7. Appendix A - Group Structure Chart: Current corporate group structure

8. Appendix B - Financial Covenants Calculations: Methodology for calculating financial covenants

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

Germany

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Energy

Healthcare

Real Estate

Telecommunications

Automotive

Chemical Industry

Construction

Agriculture

Transportation

Mining

Consumer Goods

Relevant Teams

Legal

Finance

Treasury

Tax

Compliance

Risk Management

Corporate Governance

Accounting

Credit Control

Corporate Development

Business Development

Investment

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Financial Controller

Group Finance Manager

Tax Director

Company Secretary

Credit Manager

Risk Manager

Compliance Officer

Managing Director

Business Development Manager

Investment Manager

Account Manager

Corporate Finance 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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