Loan Agreement Between Parent Company And Subsidiary for the United States

Loan Agreement Between Parent Company And Subsidiary Template for United States

A legally binding agreement under U.S. law that establishes the terms and conditions for a loan provided by a parent company to its subsidiary. The agreement outlines the loan amount, interest rate, repayment terms, and obligations of both parties while ensuring compliance with federal and state regulations, including tax laws and corporate governance requirements. It includes provisions for default, security (if applicable), and addresses intercompany accounting and regulatory reporting requirements.

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What is a Loan Agreement Between Parent Company And Subsidiary?

The Loan Agreement Between Parent Company And Subsidiary is a crucial document for corporate group financing in the United States. It's commonly used when a parent company needs to provide funding to its subsidiary for working capital, expansion, or other business purposes. The agreement must comply with U.S. federal and state laws, including tax regulations, securities laws, and corporate governance requirements. It typically includes detailed financial terms, representations and warranties, covenants, and default provisions while addressing transfer pricing and intercompany accounting considerations. This document is particularly important for maintaining proper corporate separation while facilitating group financing needs.

What sections should be included in a Loan Agreement Between Parent Company And Subsidiary?

1. Parties: Identification of the Parent Company (Lender) and Subsidiary (Borrower), including full legal names and addresses

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

3. Definitions: Key terms used throughout the agreement including Business Day, Default, Interest Rate, Loan Amount, etc.

4. Loan Terms: Principal amount, interest rate, payment schedule, and term of the loan

5. Representations and Warranties: Statements of fact by both parties regarding their legal status, authority, and financial condition

6. Covenants: Ongoing obligations of the Borrower including financial covenants and reporting requirements

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

8. Governing Law: Jurisdiction and applicable law governing the agreement

What sections are optional to include in a Loan Agreement Between Parent Company And Subsidiary?

1. Security: Details of any collateral securing the loan - include when the loan is secured

2. Subordination: Provisions regarding the priority of the loan relative to other debt - include when there are multiple creditors

3. Tax Provisions: Specific tax treatment of the loan and interest payments - include when there are specific tax considerations or cross-border elements

4. Currency Provisions: Terms regarding currency of payment and exchange rates - include when parties operate in different currencies

What schedules should be included in a Loan Agreement Between Parent Company And Subsidiary?

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

2. Form of Promissory Note: Standard form of note evidencing the debt

3. Financial Covenants Schedule: Detailed financial ratios and requirements

4. Security Documents: Details of any security or collateral arrangements

5. Corporate Authorizations: Board resolutions and other corporate approvals

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

United States

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions
Industries

Truth in Lending Act (TILA): Federal law that requires lenders to provide standardized disclosures about loan terms and costs, even in intercompany lending situations.

Securities Exchange Act of 1934: Regulates securities transactions and requires disclosure of material related-party transactions for publicly traded companies, including significant intercompany loans.

IRC Section 482: Internal Revenue Code section governing transfer pricing, ensuring intercompany loans are made at arm's length terms.

IRC Section 7872: Addresses tax implications of below-market loans, including treatment of imputed interest in intercompany lending.

Dodd-Frank Act: Comprehensive financial reform legislation that may affect intercompany lending practices, especially for financial institutions.

State Usury Laws: State-specific restrictions on maximum interest rates and loan terms that may apply even to intercompany loans.

U.S. Bankruptcy Code: Federal law governing bankruptcy proceedings, including treatment of intercompany loans and potential subordination in bankruptcy.

GAAP Requirements: Accounting standards governing how intercompany loans must be recorded, reported, and disclosed in financial statements.

Sarbanes-Oxley Act: Requires internal controls and accurate financial reporting for public companies, affecting how intercompany loans are documented and monitored.

Thin Capitalization Rules: Tax regulations limiting the amount of debt a subsidiary can owe to its parent company for tax deduction purposes.

State Corporate Lending Laws: State-specific regulations governing corporate lending activities and requirements for intercompany financing.

Federal Reserve Regulations: Banking regulations that may affect intercompany loans, particularly if either entity is a financial institution.

Corporate Governance Requirements: Rules governing corporate decision-making, including approval processes for related-party transactions like intercompany loans.

Fraudulent Transfer Laws: State and federal laws preventing transfers (including loans) that could defraud creditors, particularly relevant in parent-subsidiary relationships.

Foreign Corrupt Practices Act: Federal law relevant if the loan agreement has international implications or involves foreign subsidiaries.

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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