A Loan Note Register is a mandatory document required under Irish company law for any company that issues loan notes. It serves as the official record of all loan note issuances, transfers, and ownership details, providing a comprehensive audit trail for debt instruments. The register must be maintained in accordance with the Companies Act 2014 and includes crucial information such as noteholder details, payment records, and transfer histories. It's particularly important for companies raising debt finance and must be kept up-to-date and available for inspection by relevant parties. The document plays a vital role in corporate governance, regulatory compliance, and financial record-keeping, and may need to be presented to authorities, auditors, or potential investors.
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1. Register Information: Details of the company maintaining the register, including company name, registration number, and registered office
2. Register Maintenance Details: Information about when the register was opened, location where it is maintained, and details of the company secretary or responsible person
3. Loan Note Series Details: Information about the specific series of loan notes, including total amount, denomination, interest rate, and maturity date
4. Current Noteholders: Current register of noteholders, including full names, addresses, holding amounts, and certificate numbers
5. Transfer Record: Chronological record of all transfers of loan notes, including dates, transferor, transferee, and amounts
6. Payment Record: Record of interest payments and principal repayments made to noteholders
7. Certification Record: Details of loan note certificates issued, including certificate numbers, dates, and amounts
1. Security Details: Required if the loan notes are secured - details of any security arrangements, trustees, and cross-references to security documentation
2. Conversion Rights: Required if the loan notes are convertible - details of conversion rights, procedures, and records of conversions
3. Warrant Register: Required if warrants are attached to the loan notes - details of warrant holders and exercise of warrants
4. Non-Resident Noteholder Section: Required if there are non-resident noteholders - additional details for tax and regulatory compliance
5. Nominee Holdings: Required if any notes are held by nominees - details of nominee arrangements and beneficial owners
1. Schedule 1 - Form of Transfer: Standard form for recording transfers of loan notes
2. Schedule 2 - Form of Loan Note Certificate: Template of the loan note certificate issued to noteholders
3. Schedule 3 - Terms and Conditions: Copy of the terms and conditions of the loan notes
4. Schedule 4 - Board Resolutions: Copies of relevant board resolutions authorizing the loan note issuance
5. Appendix A - Register Procedures: Internal procedures for maintaining and updating the register
6. Appendix B - Specimen Signatures: Specimen signatures of authorized signatories for transfers and certificates
Relevant legal definitions
Act
Authorized Signatory
Board
Business Day
Certificate
Company
Companies Registration Office
Conversion Rights
Director
Event of Default
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Loan Note
Loan Note Certificate
Loan Note Conditions
Loan Note Instrument
Maturity Date
Nominee
Noteholder
Original Noteholder
Principal Amount
Register
Registrar
Relevant Interest
Security
Security Trustee
Series
Specified Office
Terms and Conditions
Transfer
Transfer Form
Transferee
Transferor
Working Hours
Authorized Signatory
Board
Business Day
Certificate
Company
Companies Registration Office
Conversion Rights
Director
Event of Default
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Loan Note
Loan Note Certificate
Loan Note Conditions
Loan Note Instrument
Maturity Date
Nominee
Noteholder
Original Noteholder
Principal Amount
Register
Registrar
Relevant Interest
Security
Security Trustee
Series
Specified Office
Terms and Conditions
Transfer
Transfer Form
Transferee
Transferor
Working Hours
Clauses
Register Maintenance
Register Location
Access Rights
Inspection Rights
Transfer Procedures
Certificate Issuance
Payment Records
Information Requirements
Authentication
Security Measures
Data Protection
Corporate Authority
Register Updates
Notification Requirements
Document Retention
Governing Law
Regulatory Compliance
Authorized Persons
Record Keeping
Confidentiality
Register Location
Access Rights
Inspection Rights
Transfer Procedures
Certificate Issuance
Payment Records
Information Requirements
Authentication
Security Measures
Data Protection
Corporate Authority
Register Updates
Notification Requirements
Document Retention
Governing Law
Regulatory Compliance
Authorized Persons
Record Keeping
Confidentiality
Relevant Industries
Financial Services
Banking
Corporate Services
Legal Services
Investment Management
Real Estate
Technology
Manufacturing
Energy
Infrastructure
Healthcare
Retail
Telecommunications
Relevant Teams
Legal
Finance
Company Secretarial
Treasury
Compliance
Corporate Governance
Risk Management
Audit
Corporate Services
Relevant Roles
Company Secretary
Legal Counsel
Corporate Governance Manager
Compliance Officer
Financial Controller
Chief Financial Officer
Treasury Manager
Corporate Services Manager
Registrar
Finance Director
Legal Director
Board Director
Audit Manager
Risk Manager
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