The Director's Loan Agreement is a crucial document used when a Canadian corporation extends a loan to one or more of its directors. This arrangement requires careful documentation to ensure compliance with corporate governance requirements, tax regulations, and securities laws. The agreement typically includes detailed terms about the loan amount, purpose, interest rate (which must comply with Canadian tax and usury laws), repayment schedule, and any security arrangements. It must address specific requirements under the Canada Business Corporations Act and provincial corporate statutes regarding related party transactions, disclosure obligations, and director's duties. The document is particularly important for maintaining transparency and protecting both the corporation's and shareholders' interests while providing a clear framework for the loan arrangement.
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1. Parties: Identifies the corporation and the director(s) entering into the loan agreement
2. Background: Explains the context of the loan and confirms director and corporate approvals
3. Definitions: Defines key terms used throughout the agreement
4. Loan Amount and Purpose: Specifies the loan amount and its intended use
5. Interest Rate: Sets out the interest rate and calculation method, ensuring compliance with tax laws
6. Repayment Terms: Details the repayment schedule, including payment dates and amounts
7. Representations and Warranties: Standard declarations by both parties regarding capacity and authority
8. Events of Default: Defines circumstances constituting default and consequences
9. Termination: Conditions for early termination or acceleration of the loan
10. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Security: Required if the loan is secured against specific assets or personal guarantees
2. Insurance: Required if specific insurance must be maintained against the loan
3. Tax Provisions: Detailed tax implications and requirements, particularly for beneficial loan arrangements
4. Change of Control: Required if loan terms are affected by changes in director's employment or company ownership
5. Multiple Directors: Required if multiple directors are joint borrowers or guarantors
6. Subordination: Required if the loan needs to be subordinated to other company debt
7. Conversion Rights: Required if the loan can be converted into shares or other securities
1. Loan Details Schedule: Detailed breakdown of the loan amount, purpose, and any tranches
2. Repayment Schedule: Detailed payment dates, amounts, and amortization schedule
3. Security Documents: Details of any security or guarantees provided
4. Corporate Authorizations: Copies of board resolutions and other corporate approvals
5. Tax Compliance Certificate: Confirmation of compliance with relevant tax provisions
6. Related Party Transaction Disclosure: Required disclosures under corporate law for related party transactions
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