Shareholder Loan Agreement for the United Kingdom

Shareholder Loan Agreement Template for England and Wales

A Shareholder Loan Agreement under English and Welsh law is a legally binding document that establishes the terms and conditions under which a shareholder provides a loan to their company. It covers key aspects including loan amount, interest rates, repayment terms, and security arrangements. The agreement ensures compliance with UK company law and provides protection for both the lending shareholder and the borrowing company.

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What is a Shareholder Loan Agreement?

A Shareholder Loan Agreement is commonly used when a company requires additional funding and a shareholder is willing to provide it through a loan rather than equity investment. This document, governed by English and Welsh law, establishes clear terms for the loan, protecting both parties' interests and ensuring compliance with UK corporate and tax regulations. It's particularly useful for companies seeking to avoid dilution of existing shareholdings while maintaining regulatory compliance and clear documentation of the debt obligation.

What sections should be included in a Shareholder Loan Agreement?

1. Parties: Identifies and defines the Lender (Shareholder) and Borrower (Company)

2. Background: Sets out the context of the loan and relationship between parties

3. Definitions: Defines key terms used throughout the agreement including loan amount, business day, interest rate, and other relevant terms

4. Loan Amount and Purpose: Specifies the loan amount, drawdown conditions, and intended use of funds

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

6. Repayment Terms: Specifies repayment schedule, prepayment rights, and mandatory prepayment events

7. Representations and Warranties: Standard company representations regarding capacity, authority, and compliance with laws

8. Events of Default: Lists circumstances constituting default and consequences thereof

9. Covenants: Ongoing obligations of the borrower including information provision and financial covenants

10. Governing Law and Jurisdiction: Specifies English law as governing law and English courts' jurisdiction

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

1. Security: Details any security or collateral provided for the loan, including fixed and floating charges

2. Subordination: Establishes priority of the loan relative to other creditors and terms of subordination

3. Conversion Rights: Terms and conditions for converting the loan into equity, including conversion price and mechanics

4. Tax Gross-Up: Provisions for tax treatment of payments and any gross-up obligations

What schedules should be included in a Shareholder Loan Agreement?

1. Repayment Schedule: Detailed breakdown of repayment dates, amounts, and calculation methodologies

2. Form of Drawdown Notice: Template for requesting drawdown of the loan amount

3. Security Documents: Forms of security documents if loan is secured

4. Corporate Authorizations: Board resolutions and shareholder approvals authorizing the loan

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

England and Wales

Publisher

Genie AI

Document Type

Finance Agreement

Cost

Free to use
Industries

Companies Act 2006: Primary legislation governing company operations, including directors' duties, loans to directors, and registration requirements for charges

Financial Services and Markets Act 2000: Regulates financial promotions and consumer credit provisions in the context of financial services

Consumer Credit Act 1974: Relevant if the shareholder is an individual and the loan could be classified as consumer credit

Insolvency Act 1986: Covers preferential treatment of creditors, transactions at undervalue, and provisions about connected persons

Income Tax Act 2007: Governs the tax treatment of interest payments and benefits in kind considerations

Corporation Tax Act 2010: Covers tax treatment of loans to participators and transfer pricing considerations for connected parties

Money Laundering Regulations 2017: Regulatory requirements for preventing and detecting money laundering in financial transactions

PSC Regulations: Requirements regarding People with Significant Control and their disclosure obligations

Common Law Contract Principles: Fundamental principles of contract law including offer, acceptance, consideration, and intention to create legal relations

Fiduciary Duties: Common law principles regarding duties of trust and loyalty, particularly relevant if shareholders are also directors

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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