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Shareholder Loan Note for the United States

Shareholder Loan Note Template for United States

A Shareholder Loan Note is a legally binding document under U.S. law that formalizes a loan arrangement between a shareholder and their company. It details the terms of borrowing, including principal amount, interest rate, repayment schedule, and default provisions. The document must comply with federal securities laws, state corporate laws, and IRS regulations regarding related-party transactions. It serves as evidence of debt and protects both the lending shareholder and the borrowing company.

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What is a Shareholder Loan Note?

A Shareholder Loan Note is commonly used when a company requires additional funding and opts to obtain it from existing shareholders rather than external lenders. This document type is particularly relevant in the United States where it must comply with both federal and state regulations, including securities laws and IRS requirements for related-party transactions. The note typically includes essential terms such as interest rates, repayment schedules, and default provisions, while potentially incorporating features like conversion rights or subordination clauses. It provides legal protection for both parties and helps avoid future disputes about the nature of the funding.

What sections should be included in a Shareholder Loan Note?

1. Parties: Identification of the lender (shareholder) and borrower (company)

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

3. Definitions: Key terms used throughout the document

4. Loan Amount and Purpose: Principal amount and intended use of funds

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

6. Repayment Terms: Schedule and methods of repayment

7. Events of Default: Circumstances constituting default and consequences

8. Representations and Warranties: Standard assurances from both parties

9. Governing Law: Applicable jurisdiction and law

What sections are optional to include in a Shareholder Loan Note?

1. Security: Details of any collateral or security provided for the loan

2. Subordination: Priority ranking of the loan relative to other creditors

3. Conversion Rights: Terms and conditions for converting debt to equity if applicable

4. Tax Provisions: Special tax considerations and requirements for the loan

What schedules should be included in a Shareholder Loan Note?

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

2. Security Details: Detailed description of any pledged assets or collateral

3. Corporate Resolutions: Company approval and authorization of loan terms

4. Existing Indebtedness: List of company's other outstanding loans and debt obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Clauses





























Industries

Securities Act of 1933: Federal law that regulates the issuance of securities, potentially applicable if the loan note could be characterized as a security

Securities Exchange Act of 1934: Federal law governing securities trading and market regulation that may apply to transferable loan notes

IRC Section 385: Internal Revenue Code section providing rules for distinguishing between debt and equity instruments in related-party transactions

IRC Section 7872: Internal Revenue Code section governing the tax treatment of below-market loans, particularly relevant for shareholder loans

IRC Section 163(j): Internal Revenue Code section limiting the deductibility of business interest expenses

State Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities within each state

State Usury Laws: State-specific laws that set maximum legal interest rates and regulate lending practices

Uniform Commercial Code Article 3: Governs negotiable instruments and provides rules for their creation, transfer, and enforcement

Uniform Commercial Code Article 9: Regulates secured transactions and provides rules for creating and perfecting security interests

Federal Reserve Regulations: Banking regulations that may affect lending practices and interest rates

IRS Related-Party Transaction Rules: Regulations governing transactions between related parties, including shareholders and their corporations

Corporate Bylaws Compliance: Internal company rules that may restrict or regulate shareholder loans and related-party transactions

Debt Recharacterization Case Law: Legal precedents regarding the treatment of purported debt as equity for tax and other purposes

Existing Loan Covenants: Pre-existing loan agreements that may restrict or regulate additional borrowing or lending by the company

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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