Subsidiary Loan Agreement for Philippines

Subsidiary Loan Agreement Template for Philippines

A Subsidiary Loan Agreement under Philippine law is a formal financing arrangement between a parent company and its subsidiary, governed by Philippine banking and corporate laws. This document establishes the terms and conditions for the loan, including interest rates, repayment schedules, and security arrangements, while ensuring compliance with local regulatory requirements, particularly those set by the Bangko Sentral ng Pilipinas (BSP) and Securities and Exchange Commission (SEC). The agreement incorporates specific provisions required under Philippine corporate law and banking regulations, addressing both the financial relationship and corporate governance aspects between the parent and subsidiary entities.

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What is a Subsidiary Loan Agreement?

The Subsidiary Loan Agreement is a crucial document used when a parent company provides financing to its subsidiary in the Philippines. This agreement type is particularly important in corporate group structures where intercompany financing is needed for business expansion, working capital, or specific projects. The document must comply with Philippine banking regulations, including the General Banking Law of 2000 and relevant BSP circulars, while also adhering to the Revised Corporation Code's requirements for related-party transactions. A well-structured Subsidiary Loan Agreement will typically include detailed financial terms, security provisions, compliance requirements, and governance mechanisms, reflecting both the commercial arrangement and the regulatory framework specific to the Philippine jurisdiction. It serves as a legally binding document that protects both parties' interests while maintaining transparency for regulatory oversight.

What sections should be included in a Subsidiary Loan Agreement?

1. Parties: Identification of the lender (typically parent company) and borrower (subsidiary), including their complete legal names, registration details, and addresses

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

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement

4. Loan Amount and Purpose: Specification of the loan amount, currency, and permitted uses of the loan proceeds

5. Interest and Fees: Interest rate, calculation method, payment periods, and any additional fees or charges

6. Drawdown and Disbursement: Conditions and procedures for drawing down the loan, including notice requirements and drawdown periods

7. Repayment Terms: Repayment schedule, prepayment provisions, and payment mechanics

8. Representations and Warranties: Standard and specific representations and warranties from the borrower

9. Covenants: Positive and negative covenants binding the borrower, including financial covenants and reporting requirements

10. Events of Default: Circumstances constituting default and consequences thereof

11. Tax Provisions: Treatment of taxes, including withholding tax and documentary stamp tax obligations

12. Compliance Requirements: Regulatory compliance obligations under Philippine law, including BSP regulations

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

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

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

1. Security: Required if the loan is secured - details of collateral, security interests, and enforcement rights

2. Guarantee: Required if there are third-party guarantors for the loan

3. Subordination: Required if the loan needs to be subordinated to other debts of the subsidiary

4. Currency Provisions: Required for loans denominated in foreign currency, addressing exchange rate risks and conversion

5. Insurance: Required if specific insurance coverage is mandatory for the borrower

6. Change of Control: Required if changes in subsidiary ownership would affect the loan terms

7. Assignment and Transfer: Required if either party may need to transfer their rights or obligations

8. Increased Costs: Required for addressing regulatory changes that might increase the cost of maintaining the loan

What schedules should be included in a Subsidiary Loan Agreement?

1. Schedule 1 - Loan Terms: Detailed financial terms including loan amount, interest rate, fees, and payment dates

2. Schedule 2 - Conditions Precedent: List of documents and conditions required before loan drawdown

3. Schedule 3 - Form of Drawdown Notice: Template for drawdown requests

4. Schedule 4 - Repayment Schedule: Detailed amortization or repayment schedule

5. Schedule 5 - Financial Covenants: Detailed financial ratios and reporting requirements

6. Schedule 6 - Security Details: Description of any security or collateral (if applicable)

7. Schedule 7 - Permitted Investments: List of investments the subsidiary is allowed to make

8. Schedule 8 - Forms of Compliance Certificates: Templates for periodic compliance reporting

9. Appendix A - Corporate Authorizations: Required corporate approvals and resolutions

10. Appendix B - Specimen Signatures: Authorized signatories for various notices and certificates

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

Philippines

Publisher

Genie AI

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Manufacturing

Real Estate and Property Development

Energy and Utilities

Telecommunications

Mining and Natural Resources

Retail and Consumer Goods

Technology and Software

Healthcare and Pharmaceuticals

Infrastructure and Construction

Agriculture and Food Processing

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Board Secretariat

Credit

Corporate Finance

Regulatory Affairs

Corporate Governance

Banking Operations

Relevant Roles

Chief Financial Officer

Corporate Treasurer

Legal Counsel

Corporate Secretary

Finance Director

Compliance Officer

Risk Manager

Financial Controller

Treasury Manager

Corporate Lawyer

Managing Director

Board Director

Chief Executive Officer

Finance Manager

Regulatory Compliance Manager

Credit Risk Officer

Company Secretary

General Counsel

Banking Relationship Manager

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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