Subsidiary Loan Agreement for Nigeria

Subsidiary Loan Agreement Template for Nigeria

A Subsidiary Loan Agreement governed by Nigerian law is a formal financing arrangement between a parent company and its subsidiary, structured in compliance with Nigerian banking and corporate regulations. The agreement details the terms and conditions of the loan, including the facility amount, interest rates, repayment terms, and security arrangements, while ensuring compliance with the Banks and Other Financial Institutions Act (BOFIA) 2020 and the Companies and Allied Matters Act (CAMA) 2020. It includes specific provisions for regulatory compliance, foreign exchange considerations if applicable, and necessary corporate authorizations under Nigerian law.

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What is a Subsidiary Loan Agreement?

A Subsidiary Loan Agreement is commonly used in corporate group structures in Nigeria when a parent company provides financing to its subsidiary. This document is essential for formalizing intra-group lending arrangements and ensuring compliance with Nigerian regulatory requirements, particularly under BOFIA 2020 and CAMA 2020. The agreement typically includes detailed terms regarding the loan facility, interest calculations, repayment schedules, security arrangements (if any), and events of default. It's particularly important in the Nigerian context due to specific regulatory requirements around intra-group financing, foreign exchange regulations if international parties are involved, and corporate governance requirements. The document serves both as a legally binding agreement and as evidence of proper corporate governance for regulatory compliance purposes.

What sections should be included in a Subsidiary Loan Agreement?

1. Parties: Identification of the lender (typically parent company) and borrower (subsidiary company)

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. The Facility: Details of the loan amount, purpose, and availability

5. Conditions Precedent: Conditions that must be satisfied before the loan becomes available

6. Drawdown: Procedures and requirements for requesting and receiving loan disbursements

7. Interest: Interest rate, calculation method, and payment terms

8. Repayment: Terms and schedule for repayment of the principal amount

9. Prepayment: Conditions and procedures for early repayment

10. Representations and Warranties: Statements of fact and assurances given by the borrower

11. Covenants: Ongoing obligations of the borrower during the loan term

12. Events of Default: Circumstances that constitute default and trigger remedies

13. Remedies: Lender's rights and actions in case of default

14. Changes to Parties: Rules regarding assignment and transfer of rights

15. Notices: Communication procedures between parties

16. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

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

1. Security: Details of any collateral or security arrangements - required if the loan is secured

2. Guarantee: Terms of any guarantee provided - required if there is a guarantor

3. Tax Provisions: Detailed tax arrangements and withholding requirements - needed if complex tax implications exist

4. Currency Provisions: Currency conversion and exchange rate provisions - required for multi-currency facilities

5. Increased Costs: Provisions for dealing with regulatory changes affecting the lender's costs - needed in longer-term facilities

6. Set-off Rights: Rights to set off debts against other accounts - optional depending on lender requirements

7. Anti-corruption Provisions: Specific anti-corruption commitments - recommended for compliance with international standards

What schedules should be included in a Subsidiary Loan Agreement?

1. Schedule 1 - Conditions Precedent: Detailed list of required documents and conditions

2. Schedule 2 - Form of Drawdown Request: Template for requesting loan disbursements

3. Schedule 3 - Repayment Schedule: Detailed schedule of repayment dates and amounts

4. Schedule 4 - Form of Compliance Certificate: Template for periodic compliance reporting

5. Schedule 5 - Permitted Security: List of security interests permitted under the agreement

6. Appendix A - Calculation of Interest: Detailed methodology for interest calculations

7. Appendix B - Forms of Notices: Standard templates for various notices under the agreement

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

Nigeria

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Manufacturing

Oil and Gas

Telecommunications

Real Estate

Construction

Mining

Retail

Agriculture

Technology

Healthcare

Transportation and Logistics

Energy

Fast-Moving Consumer Goods

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Board Secretariat

Corporate Finance

Tax

Internal Audit

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Company Secretary

Treasury Manager

Financial Controller

Chief Executive Officer

Risk Manager

Compliance Officer

Corporate Finance Manager

Group Financial Controller

Board Director

Managing Director

Finance Manager

Legal Director

Corporate Treasurer

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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