Directors Loan Agreement for Hong Kong

Directors Loan Agreement Template for Hong Kong

A Director's Loan Agreement governed by Hong Kong law is a formal contract that establishes the terms and conditions for a loan between a director and their company, whether the director is lending to or borrowing from the company. The agreement complies with Hong Kong Companies Ordinance requirements and includes essential provisions for interest rates, repayment terms, security arrangements (if any), and default consequences. It incorporates necessary corporate governance provisions and addresses regulatory compliance requirements specific to Hong Kong's legal framework.

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What is a Directors Loan Agreement?

The Director's Loan Agreement is essential when a director either provides funding to or receives funding from their company in Hong Kong. This document is particularly important in situations where companies need additional working capital or when structuring executive compensation packages. The agreement must comply with Hong Kong Companies Ordinance requirements and should detail loan amount, interest rates, repayment terms, and any security arrangements. It's crucial for maintaining transparent corporate governance and protecting both parties' interests. The document should be carefully drafted to address tax implications, ensure proper board approval, and maintain compliance with regulatory requirements, particularly for listed companies. This agreement type is commonly used in both private and public companies across various sectors, requiring careful consideration of fiduciary duties and potential conflicts of interest.

What sections should be included in a Directors Loan Agreement?

1. Parties: Identifies the director (as lender or borrower) and the company, including their respective addresses and registration details

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

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. The Loan: Specifies the loan amount, purpose, and conditions precedent to drawdown

5. Interest: Details the interest rate, calculation method, and payment frequency

6. Repayment: Specifies repayment terms, schedule, and early repayment provisions

7. Representations and Warranties: Standard representations and warranties from both parties

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

9. Termination: Conditions and process for terminating the agreement

10. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

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

1. Security: Include when the loan is secured against specific assets or guarantees

2. Tax Provisions: Detailed tax clauses when specific tax treatment or implications need to be addressed

3. Board Approval: Include when company's articles require specific board approval process for director loans

4. Covenants: Financial or other covenants when additional ongoing obligations are required

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

6. Regulatory Compliance: Include for listed companies or when specific regulatory requirements apply

What schedules should be included in a Directors Loan Agreement?

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

2. Drawdown Notice: Form of notice for requesting loan disbursement

3. Board Resolution: Copy of board resolution approving the loan

4. Security Details: Details of any security or collateral provided

5. Conditions Precedent: List of documents and conditions required before loan effectiveness

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

Hong Kong

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Real Estate

Healthcare

Education

Construction

Transportation

Energy

Media and Entertainment

Hospitality

Mining and Resources

Agricultural

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Treasury

Corporate Governance

Board of Directors

Executive Management

Internal Audit

Relevant Roles

Director

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Officer

Financial Controller

Board Chairman

Non-Executive Director

Executive Director

Treasury Manager

Risk Manager

Corporate Secretary

Finance Manager

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company operations in Hong Kong, including directors' duties, disclosure requirements, and corporate governance standards. Particularly relevant for ensuring the loan agreement doesn't breach directors' fiduciary duties.
Inland Revenue Ordinance (Cap. 112): Governs taxation matters in Hong Kong, including the tax treatment of loans between directors and companies. Important for determining tax implications and ensuring proper reporting of the loan arrangement.
Money Lenders Ordinance (Cap. 163): Regulates money lending transactions in Hong Kong. While typically exempted for company-director loans, it's important to ensure the agreement doesn't inadvertently fall within its scope.
Hong Kong Interest Rate Regulations: Relevant for setting interest rates in the loan agreement, ensuring they are commercially reasonable and legally compliant.
Contract Law (Common Law): General principles of contract law that apply in Hong Kong, ensuring the agreement meets basic requirements for validity, including offer, acceptance, consideration, and intention to create legal relations.
Companies (Model Articles) Notice (Cap. 622H): Contains model articles for Hong Kong companies, which may include provisions relevant to directors' loans and should be checked against the company's articles of association.
Securities and Futures Ordinance (Cap. 571): May be relevant if the loan agreement involves any form of security or if the company is listed, requiring disclosure of directors' interests.
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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