Internal Loan Agreement Template for Netherlands

A Dutch law-governed Internal Loan Agreement is a legally binding contract used to document and formalize loan arrangements between entities within the same corporate group. This agreement sets out the terms and conditions for intercompany financing, including loan amount, interest rates, repayment terms, and other key provisions. It ensures compliance with Dutch legal requirements, including civil code provisions, tax regulations, and transfer pricing rules. The document includes necessary safeguards and provisions to maintain the arm's length nature of the transaction while facilitating efficient internal capital allocation within the corporate structure.

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What is a Internal Loan Agreement?

The Internal Loan Agreement is essential for documenting financial arrangements between related entities within a corporate group under Dutch law. It is typically used when one group entity needs to provide financing to another for various purposes such as working capital, expansion, or project funding. The agreement must comply with Dutch legal requirements, including the Civil Code (Burgerlijk Wetboek), tax regulations, and transfer pricing rules. The document includes comprehensive terms covering loan amount, interest calculation, repayment provisions, and default scenarios. Special attention is given to ensuring the terms are at arm's length to satisfy tax authorities' requirements and to maintain proper corporate governance. This type of agreement is particularly important in the Netherlands due to its specific regulatory environment and its position as a key jurisdiction for international holding and financing structures.

What sections should be included in a Internal Loan Agreement?

1. Parties: Identification of the lender and borrower entities within the corporate group

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Loan Amount and Purpose: Specification of the principal amount and intended use of funds

5. Interest: Interest rate, calculation method, and payment schedule

6. Drawdown: Conditions and procedures for accessing the loan funds

7. Repayment Terms: Schedule and methods of repayment, including any early repayment provisions

8. Representations and Warranties: Standard confirmations from both parties regarding their capacity and authority

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

10. Events of Default: Circumstances that would trigger default and remedies available

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction

13. Execution: Signature blocks and execution requirements

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

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

2. Subordination: Required when the loan needs to be subordinated to other debt

3. Tax Provisions: Detailed section needed when specific tax implications need to be addressed

4. Currency Provisions: Include for loans in non-Euro currencies

5. Group Company Provisions: Include when specific group company relationships need to be addressed

6. Assignment and Transfer: Include when transfer rights need to be specifically addressed or restricted

7. Financial Covenants: Include when specific financial metrics need to be maintained

What schedules should be included in a Internal Loan Agreement?

1. Repayment Schedule: Detailed amortization table or repayment dates

2. Interest Calculation Examples: Examples showing how interest will be calculated

3. Form of Drawdown Notice: Template for requesting disbursement of funds

4. Corporate Authorizations: Copies of relevant board resolutions and powers of attorney

5. Transfer Pricing Analysis: Documentation supporting the arm's length nature of the loan terms

6. Group Structure Chart: Diagram showing relationship between the parties within the corporate group

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use

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