Shareholder Loan Agreement Template for Philippines

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Key Requirements PROMPT example:

Shareholder Loan Agreement

"I need a Shareholder Loan Agreement for a PHP 5 million unsecured loan from our majority shareholder to our tech startup, with quarterly interest payments and full repayment by March 2025."

Document background
The Shareholder Loan Agreement is a crucial financing instrument used when a company seeks funding from its existing shareholders rather than external sources. This document is particularly relevant in the Philippine context where companies often turn to shareholders for more flexible and potentially cost-effective financing options. It becomes necessary when a company requires additional capital for operations, expansion, or specific projects, and a shareholder is willing to provide this funding through a loan rather than equity investment. The agreement must comply with Philippine corporate law, banking regulations, and tax requirements, particularly the Corporation Code of the Philippines and relevant Central Bank regulations. It typically includes detailed terms about the loan amount, interest rates, repayment schedule, potential security arrangements, and default provisions. This type of agreement is especially useful for small to medium-sized enterprises in the Philippines where traditional bank financing might be less accessible or less desirable.
Suggested Sections

1. Parties: Identification of the Lender (Shareholder) and Borrower (Company), including complete legal names and addresses

2. Background: Context of the loan agreement, including the shareholder's relationship with the company and purpose of the loan

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

4. Loan Amount and Purpose: Specification of the loan amount, currency, and intended use of funds

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

6. Drawdown: Conditions and procedure for disbursement of the loan

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

8. Representations and Warranties: Standard company representations regarding its status, authority, and ability to enter into the agreement

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

10. Events of Default: Circumstances constituting default and consequences

11. Remedies: Rights and remedies available to the lender in case of default

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including amendments, assignments, and severability

Optional Sections

1. Security: Details of any security or collateral provided for the loan - include if the loan is secured

2. Subordination: Provisions regarding the ranking of the shareholder loan in relation to other company debt - include if there are other creditors

3. Conversion Rights: Terms for converting the loan into equity - include if conversion features are desired

4. Tax Provisions: Specific tax-related provisions including withholding tax - include if tax implications need special attention

5. Currency Provisions: Exchange rate provisions and currency risk allocation - include for loans in foreign currency

6. Board Approval: Specific reference to board approval requirements - include if required by company's articles

7. Shareholder Rights: Additional rights granted to the lender as shareholder - include if special rights are being granted

Suggested Schedules

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

2. Drawdown Notice Form: Template form for requesting loan disbursements

3. Conditions Precedent Documents: List of required documents to be provided before drawdown

4. Security Documents: If applicable, details of security arrangements and related documentation

5. Corporate Authorizations: Copies of relevant board resolutions and corporate approvals

6. Existing Indebtedness: Schedule of company's existing loans and financial obligations

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

Relevant legal definitions
Relevant Industries

Technology

Manufacturing

Real Estate

Retail

Services

Construction

Agriculture

Energy

Transportation

Healthcare

Education

Telecommunications

Mining

Financial Services

Entertainment

Hospitality

Relevant Teams

Legal

Finance

Treasury

Corporate Secretariat

Tax

Compliance

Risk Management

Corporate Affairs

Board Secretariat

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Finance Director

Corporate Treasurer

Legal Counsel

Corporate Secretary

Financial Controller

Board Director

Compliance Officer

Tax Manager

Finance Manager

Corporate Lawyer

Investment Manager

Risk Manager

Company Secretary

Managing Director

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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