Intercompany Promissory Note for Singapore

Intercompany Promissory Note Template for Singapore

A Singapore-governed Intercompany Promissory Note is a formal written promise between related companies where one company (the maker) promises to pay a specified sum of money to another company (the payee) within the same group. Governed by Singapore's Bills of Exchange Act and Companies Act, this instrument provides a legally binding framework for documenting intercompany loans and financial obligations while ensuring compliance with local regulatory requirements and corporate governance standards.

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What is a Intercompany Promissory Note?

An Intercompany Promissory Note is essential for documenting and formalizing financial obligations between related corporate entities. Under Singapore law, this instrument serves as evidence of debt and specifies payment terms, interest rates, and other vital conditions. It's commonly used when one company within a group provides funding to another, requiring formal documentation for accounting, tax, and regulatory compliance purposes. The document must comply with Singapore's Bills of Exchange Act and consider corporate governance requirements under the Companies Act.

What sections should be included in a Intercompany Promissory Note?

1. Promise to Pay: Unconditional promise to pay a specific sum, including the principal amount and the payee details

2. Payment Terms: Details of principal amount, interest rate, payment schedule, and method of payment

3. Maker Details: Full legal name, registration number, and registered address of the promising company

4. Payee Details: Full legal name, registration number, and registered address of the receiving company

5. Date and Place of Issuance: Date when the note is executed and the place of execution

6. Maturity Date: Date when the full amount becomes due and payable

What sections are optional to include in a Intercompany Promissory Note?

1. Security Provisions: Details of any collateral or security provided to secure the note, include when the note is secured

2. Events of Default: Circumstances that trigger default and consequences, recommended for longer-term notes or larger amounts

3. Prepayment Terms: Conditions and procedures for early payment, include if early payment is permitted

4. Transfer Rights: Terms governing transferability or assignability of the note, include if the note is intended to be transferable

What schedules should be included in a Intercompany Promissory Note?

1. Payment Schedule: Detailed breakdown of payment dates, amounts, and installment structure if applicable

2. Security Details: Comprehensive description of any collateral or security arrangements

3. Corporate Authorizations: Copies of relevant board resolutions and corporate approvals authorizing the issuance of the note

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

Singapore

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Industries

Bills of Exchange Act (Chapter 23): Primary legislation governing negotiable instruments including promissory notes in Singapore. Sets out the legal framework for creation, form, and enforcement of promissory notes.

Companies Act (Chapter 50): Governs corporate matters including authority requirements for intercompany transactions, directors' duties, and corporate execution requirements.

Singapore Contract Law: Application of English common law principles and general contract law principles that govern formation and enforcement of contracts in Singapore.

Stamp Duties Act (Chapter 312): Regulates stamp duty requirements and tax obligations for promissory notes and other instruments in Singapore.

Limitation Act (Chapter 163): Sets out the time limits within which legal actions can be brought to enforce the promissory note.

MAS Regulations: Monetary Authority of Singapore regulations that may apply if the transaction involves financial institutions.

Transfer Pricing Regulations: Rules governing pricing of transactions between related companies to ensure arm's length principles are maintained.

Foreign Exchange Control Regulations: Regulations governing cross-border transactions and currency controls if international companies are involved.

Corporate Authorization Requirements: Documentation and approval requirements for valid corporate authorization of the promissory note.

Interest Rate Regulations: Rules governing permissible interest rates and usury laws in Singapore for intercompany loans.

Tax Implications: Consideration of income tax, withholding tax, and other tax consequences of intercompany loans.

Teams

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