[{"data":1,"prerenderedAt":539},["ShallowReactive",2],{"document-debentureholders-instrument-cancelation-D465":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":185,"customdescription":6,"mdFm":186,"mdProseHtml":538},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"DEBENTURE HOLDER'S INSTRUMENT CANCELLATION This Debenture holder's Instrument Cancellation (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Debenture Holder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Trustee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ",null,"Debentureholders Instrument Cancelation","1",38,"doc","https://templates.business-in-a-box.com/imgs/1000px/debentureholders-instrument-cancelation-D465.png","https://templates.business-in-a-box.com/imgs/250px/465.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#465.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Raising Capital","/templates/raising-capital/","debentureholders instrument cancelation","Debentureholders Instrument Cancelation Template","https://templates.business-in-a-box.com/imgs/400px/465.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Equity & Mergers","/templates/equity-and-mergers/",[38,43,47,51,55,59,63,67,71,75,79,83,87,103,120,137,154,169],{"label":39,"url":40,"thumb":41,"extension":42},"Capital Budgeting","/template/capital-budgeting-D12616","https://templates.business-in-a-box.com/imgs/250px/12616.png","xls",{"label":44,"url":45,"thumb":46,"extension":10},"Business Financing Guide","/template/business-financing-guide-D13149","https://templates.business-in-a-box.com/imgs/250px/13149.png",{"label":48,"url":49,"thumb":50,"extension":10},"Financing Agreement Short","/template/financing-agreement-short-D470","https://templates.business-in-a-box.com/imgs/250px/470.png",{"label":52,"url":53,"thumb":54,"extension":10},"Funding Request Form","/template/funding-request-form-D13696","https://templates.business-in-a-box.com/imgs/250px/13696.png",{"label":56,"url":57,"thumb":58,"extension":10},"Funding Request Letter","/template/funding-request-letter-D13697","https://templates.business-in-a-box.com/imgs/250px/13697.png",{"label":60,"url":61,"thumb":62,"extension":10},"Letter of Request for an Equity Investment","/template/letter-of-request-for-an-equity-investment-D471","https://templates.business-in-a-box.com/imgs/250px/471.png",{"label":64,"url":65,"thumb":66,"extension":10},"Term Sheet for Series A Round of Financing","/template/term-sheet-for-series-a-round-of-financing-D472","https://templates.business-in-a-box.com/imgs/250px/472.png",{"label":68,"url":69,"thumb":70,"extension":10},"How to Raise Capital","/template/how-to-raise-capital-D12592","https://templates.business-in-a-box.com/imgs/250px/12592.png",{"label":72,"url":73,"thumb":74,"extension":10},"Share Subscription Agreement Venture Capital","/template/share-subscription-agreement-venture-capital-D344","https://templates.business-in-a-box.com/imgs/250px/344.png",{"label":76,"url":77,"thumb":78,"extension":10},"Bank Loan Application Form and Checklist","/template/bank-loan-application-form-and-checklist-D461","https://templates.business-in-a-box.com/imgs/250px/461.png",{"label":80,"url":81,"thumb":82,"extension":10},"Checklist Alternate Term Sheet Provisions","/template/checklist-alternate-term-sheet-provisions-D462","https://templates.business-in-a-box.com/imgs/250px/462.png",{"label":84,"url":85,"thumb":86,"extension":10},"Collateral Debenture","/template/collateral-debenture-D463","https://templates.business-in-a-box.com/imgs/250px/463.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":101,"url":102},"CONVERTIBLE DEBENTURE This Convertible Debenture (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Corporation\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DEBENTURE HOLDER NAME] (the \"Debenture Holder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] [PERCENTAGE %] Convertible Debenture No. [IDENTIFYING NUMBER] PROMISE TO PAY [YOUR COMPANY NAME] (hereinafter called the \"Corporation\"), for value received, promises to pay upon presentation of this Debenture to the registered holder hereof or his / her registered assigns, at [FULL ADDRESS], [STATE/PROVINCE], or at any other address in [COUNTRY] indicated by the registered holder hereof: The principal sum of [AMOUNT] in lawful money of [COUNTRY] (the \"Principal\"); Interest thereon from the date of this Debenture, both before and after default, in like money, at the rate of [PERCENTAGE %] percent per month, calculated and compounded monthly and not in advance, and payable quarterly in advance by the delivery of [NUMBER] post-dated checks at the beginning of each fiscal year of the Corporation, with interest on all overdue amounts of Principal or interest, calculated and compounded daily at the same rate, from the date that the such amount of Principal or interest becomes due to the actual date of payment; A royalty equal to [PERCENTAGE %] percent of the Corporation's annual sales, calculated on the basis of its audited annual financial statements, and payable on the [NUMBER] day following the date of issuance of the said audited financial statements to the Corporation by its auditors, a copy of which shall be provided to the debenture holder. Such royalty shall be adjusted to take into account any partial conversion of the present Debenture pursuant to Article 3 hereof. Any amount not paid when due under this subsection 1.1.3 shall bear interest at the rate set out in subsection 1.1.2 hereof, which shall apply mutatis mutandis. The first royalty payment pursuant to subsection 1.1.3 shall become due and payable by the Corporation on [DATE] and shall be pro-rated to the number of days between [DATE] and [DATE]. The last such royalty payment shall become due and payable on [DATE], unless the present Debenture has been fully redeemed or converted pursuant to Article 2 or Article 3 hereof (as the case may be). The royalty shall continue to be due and payable so long as the Corporation has not fully reimbursed the Principal and all interest due and owing hereunder or the present Debenture has been fully converted. REDEMPTION OF THE DEBENTURE The Corporation may redeem the Debenture at any time after the [NUMBER] anniversary of the date of its issuance upon the following terms and conditions: The Corporation must advise the debenture holder in writing not less than [NUMBER] days prior to the date of redemption of its intention to exercise its redemption rights; The redemption may be effected only for an amount at least equal to the Principal plus a compounded annual rate of return of [PERCENTAGE] percent calculated over the said [NUMBER] year period, which compounded rate of return shall take into account all interest pursuant to subsection 1.1.2 and all royalties pursuant to subsection 1.1.3 then already paid hereunder; This Debenture may not be redeemed unless and until the Corporation shall have paid to the debenture holder in full all amounts of accrued interest and royalties due hereunder but unpaid, in addition to the redemption price contemplated in subsection 2.1.2. The debenture holder shall have the right to demand the redemption or conversion of the present Debenture at any time in the event of a default pursuant to Section 6 hereof, in which event the redemption price shall be equal to the sum of all accrued but unpaid interest and royalties hereunder plus an amount equal to the amount set out at subsection 2.1.2 hereof. CONVERSION OF THE DEBENTURE At any time during the period between the date of issuance hereof and the [NUMBER] anniversary of such date the debenture holder shall have the option to convert the Principal pursuant to the present Debenture or any part thereof (including all accrued interest and royalties due hereunder and any accrued and unpaid interest on the unpaid interest and/or royalties) into such number of [SPECIFY CLASS] common shares in the capital stock of the Corporation (or any class of shares issued as a result of the redesignation of reclassification of the [SPECIFY CLASS] common shares, hereinafter the \"Shares\") calculated as follows, by tendering at any time during normal business hours the Debenture together with a duly completed conversion notice in the form annexed hereto. The Conversion Price shall be calculated per share on a fully diluted basis and on the assumption that the fair market value of the Corporation, immediately prior to the exercise by the debenture holder of its conversion rights, is [AMOUNT]. For purposes of this Debenture, the phrase \"fully diluted\" or \"on a fully diluted basis\" shall mean, when determining the issued and outstanding Common Shares of the Corporation, the aggregate of all issued and outstanding Common Shares and the number of Common Shares that would be issued on the full exercise of all options, warrants and other rights of any kind and whether or not contingent, to acquire or be issued from treasury Common Shares. Once the debenture holder shall have complied with the provisions of Section 3.1, the number of Shares to be issued upon the exercise of the conversion right in respect of this Debenture shall be deemed to have been issued and the debenture holder shall be deemed to be registered holder of such Shares as of and from the Conversion Date. The Corporation shall immediately after the Conversion Date deliver to the debenture holder following the exercise of its conversion right a certificate for the Shares registered in the name of the debenture holder for the number of Shares to which the debenture holder is entitled. Should the debenture holder opt to convert the entire amount contemplated in Section 3.1, the delivery pursuant to subsection 3.4 of the certificate for the appropriate number of Shares registered in the debenture holder's name shall constitute the performance of all the obligations of the Corporation pursuant to this Debenture, such that all amounts due and payable pursuant to this Debenture shall be deemed to have been paid. Should the debenture holder opt to convert less than the entire amount contemplated in Section 3.1, then upon the conversion of the present Debenture, the debenture holder shall be entitled to receive a new debenture upon the terms and conditions herein contained for the balance of the Principal not converted. In the event that at any time prior to the conversion of this Debenture there shall occur: an amalgamation, consolidation or other reorganization of the Corporation, or any change in the rights, privileges, conditions and restrictions attaching to the Shares of the Corporation then issued and outstanding, (collectively, a \"Change\") while this Debenture remains issued and outstanding then in whole or in part then such Change shall be effected in such manner that the shareholders of the Corporation may receive shares or rights bearing the same privileges, characteristics and rights as the Shares and the debenture holder shall retain its right to convert the Debenture into shares or rights of the same nature and for the same amounts as if the debenture holder had exercised its conversion rights immediately prior to such Change becoming effective. ","Convertible Debenture","12",103,"https://templates.business-in-a-box.com/imgs/1000px/convertible-debenture-D464.png","https://templates.business-in-a-box.com/imgs/250px/464.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#464.xml",{"title":6,"description":6},[97,99],{"label":17,"url":98},"finance-accounting",{"label":20,"url":100},"raising-capital","debenture agreement","/template/debenture-agreement-D464",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":119},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","2",513,"https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":112,"description":6},"loan agreement",[114,115,118],{"label":17,"url":98},{"label":116,"url":117},"Business Loans","business-loan",{"label":116,"url":117},"/template/loan-agreement-D417",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":129,"keywords":135,"url":136},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note","3",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[130,131,132],{"label":17,"url":98},{"label":116,"url":117},{"label":133,"url":134},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":138,"descriptionCustom":6,"label":139,"pages":140,"size":107,"extension":10,"preview":141,"thumb":142,"svgFrame":143,"seoMetadata":144,"parents":146,"keywords":145,"url":153},"SECURED LUMP-SUM PROMISSORY NOTE AGREEMENT This Secured Lump-Sum Promissory Note Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME], (the \"Issuer\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (the \"Holder\") company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] FOR VALUE RECEIVED, the undersigned Issuer hereby promises to pay to the order of the Holder, the maximum Principal Amount of [PRINCIPAL AMOUNT] together with interest on the unpaid Principal Amount (as defined in this Agreement) outstanding from time to time at the rate (or rates) hereafter specified, and all other sums which may be owing to the Holder by the Issuer hereunder. The terms of the Note are as follows: MATURITY DATE AND PAYMENT TERMS This Note will mature, and be due and payable in full, on [DATE] (the \"Maturity Date\") and shall be paid in the lump sum amount of [LUMP SUM AMOUNT TO BE PAID]. INTEREST From and after the date hereof, all outstanding principal of this Note will bear simple interest at the rate of [PERCENT OF INTEREST] per annum. On the date that is [NUMBER OF DAYS] days after the date of this Note, the Issuer shall pay the then accrued interest on this Note. Upon the occurrence and during the continuance of any Event of Default (as hereinafter defined) under this Note, all outstanding principal of this Note shall bear interest at the rate of [PERCENT OF INTEREST] per annum. All outstanding principal and accrued but unpaid interest on this Note shall be payable on the Maturity Date. SECURITY This Note is Secured by a Security Agreement on the Issuer's Property, described as [PROPERTY DESCRIPTION], hereinafter known as the \"Security,\" which shall transfer to the possession and ownership of the Holder immediately in case of Acceleration. The Security may not be sold or transferred without the Holder's consent until the Maturity Date. If the Issuer breaches this provision, the Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. The Holder shall have the sole option to accept the Security as full payment for the Principal Amount without further liabilities or obligations. If the market value of the Security does not exceed the Principal Amount, the Issuer shall remain liable for the balance due while accruing interest at the maximum rate allowed by law. PREPAYMENT The Issuer may prepay this Note prior to the Maturity Date, without premium or penalty, upon written notice to the Holder. EVENTS OF DEFAULT The occurrence of any one or more of the following events shall constitute an \"Event of Default\" under this Note: the failure of the Issuer to pay any sum due under this Note when due, whether by demand or otherwise, and such sum remains unpaid for five (5) days after the Due Date; and any other Event of Default described in the Security Agreement that might be signed between the Parties regarding the Property that is pledged as collateral to the loan. RIGHTS AND REMEDIES UPON DEFAULT ","Secured Lumpsum Promissory Note Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/secured-lumpsum-promissory-note-agreement-D13041.png","https://templates.business-in-a-box.com/imgs/250px/13041.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13041.xml",{"title":145,"description":6},"secured lumpsum promissory note agreement",[147,150],{"label":148,"url":149},"Business Plan Kit","business-plan-kit",{"label":151,"url":152},"Business Procedures","business-procedures","/template/secured-lumpsum-promissory-note-agreement-D13041",{"description":155,"descriptionCustom":6,"label":156,"pages":157,"size":158,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":163,"keywords":167,"url":168},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[164,166],{"label":32,"url":165},"business-legal-agreements",{"label":32,"url":165},"security agreement","/template/security-agreement-D915",{"description":170,"descriptionCustom":6,"label":171,"pages":8,"size":107,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":177,"keywords":183,"url":184},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: CERTIFICATE OF CORPORATE RESOLUTION Dear [Contact name], I, [NAME], secretary of [YOUR Company NAME], do hereby certify that at a duly constituted meeting of the [Directors and/or Stockholders] of the Corporation held at [Place] on [Date], it was upon motion duly made and seconded, that it be VOTED: That [Describe approved corporate action] ","Certificate of Corporate Resolution","https://templates.business-in-a-box.com/imgs/1000px/certificate-of-corporate-resolution-D3.png","https://templates.business-in-a-box.com/imgs/250px/3.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#3.xml",{"title":176,"description":6},"certificate of corporate resolution",[178,179,182],{"label":148,"url":149},{"label":180,"url":181},"Board of Directors","board-of-directors",{"label":32,"url":165},"certificate corporate resolution","/template/certificate-of-corporate-resolution-D3",false,{"seo":187,"reviewer":200,"legal_disclaimer":204,"quick_facts":205,"at_a_glance":207,"personas":211,"variants":236,"glossary":264,"clauses":298,"how_to_fill":349,"common_mistakes":390,"faqs":415,"industries":443,"comparisons":468,"diy_vs_lawyer":482,"jurisdictions":495,"related_template_ids_curated":516,"schema":525,"classification":526},{"meta_title":188,"meta_description":189,"primary_keyword":190,"secondary_keywords":191},"Debentureholders Instrument Cancelation Template | BIB","Free debentureholders instrument cancelation template. Formally discharge debenture obligations, release security interests, and update the company","debentureholders instrument cancelation template",[192,193,194,195,196,197,198,199],"debenture cancelation agreement","debenture discharge template","debenture release letter","cancel debenture holder instrument","debenture cancelation form","release of debenture security","debenture discharge document word","debentureholder release template",{"name":201,"credential":202,"reviewed_date":203},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":206,"legal_review_recommended":204,"signature_required":204,"notarization_required":185},"advanced",{"what_it_is":208,"when_you_need_it":209,"whats_inside":210},"A Debentureholders Instrument Cancelation is a formal legal document executed by a company and its debenture holders to confirm that all obligations under a debenture instrument have been satisfied and that the debenture is discharged with full effect. This free Word download gives you a structured, attorney-ready template you can edit online and export as PDF for signing by all relevant parties and filing with the appropriate corporate registry.\n","Use it when a company has repaid all principal and interest owed under a debenture, when a lender agrees to release its security interest before full repayment as part of a restructuring, or when a debenture is being canceled as part of a corporate reorganization or asset sale. It is also required before a company can cleanly refinance or grant fresh security to a new lender.\n","Identification of the original debenture instrument and parties, a confirmation of debt satisfaction or agreed discharge, a release of all security interests and charges registered against the company's assets, an instruction to update the company's register of charges, and execution blocks for all debenture holders and authorized company officers.\n",[212,216,220,224,228,232],{"title":213,"use_case":214,"icon_asset_id":215},"Corporate finance directors","Discharging debenture obligations after full loan repayment to clear the company's charge register","persona-cfo",{"title":217,"use_case":218,"icon_asset_id":219},"Company secretaries","Filing the instrument cancelation with the corporate registry and updating internal registers","persona-company-secretary",{"title":221,"use_case":222,"icon_asset_id":223},"Commercial lenders and banks","Formally releasing their security interest once a borrower has satisfied all debenture obligations","persona-lender",{"title":225,"use_case":226,"icon_asset_id":227},"Private equity and debt investors","Canceling debentures issued to fund a portfolio company as part of an exit or refinancing","persona-private-equity",{"title":229,"use_case":230,"icon_asset_id":231},"M&A transaction lawyers","Clearing encumbrances on target company assets before closing an acquisition","persona-lawyer",{"title":233,"use_case":234,"icon_asset_id":235},"Small business owners","Releasing a charge held by a retiring investor or director who provided debenture-secured financing","persona-small-business-owner",[237,240,244,248,252,256,260],{"situation":238,"recommended_template":7,"slug":239},"Canceling a fixed and floating charge debenture after full loan repayment","debentureholders-instrument-cancelation-D465",{"situation":241,"recommended_template":242,"slug":243},"Releasing a specific fixed charge only while a floating charge remains","Partial Debenture Release Agreement","pledge-agreement-debenture-D904",{"situation":245,"recommended_template":246,"slug":247},"Discharging a mortgage or property-specific security interest","Mortgage Discharge Agreement","deed-of-discharge-D980",{"situation":249,"recommended_template":250,"slug":251},"Canceling a promissory note after repayment","Promissory Note Cancelation","promissory-note-D434",{"situation":253,"recommended_template":254,"slug":255},"Confirming debt satisfaction and closing out a loan facility","Loan Payoff and Release Letter","loan-policy-D13274",{"situation":257,"recommended_template":258,"slug":259},"Restructuring outstanding debentures rather than canceling them","Debt Restructuring Agreement","secured-lumpsum-promissory-note-agreement-D13041",{"situation":261,"recommended_template":262,"slug":263},"Documenting the original security interest being discharged","Debenture Agreement","debenture-agreement-D464",[265,268,271,274,277,280,283,286,289,292,295],{"term":266,"definition":267},"Debenture","A long-term debt instrument issued by a company to a lender or investor, typically secured against the company's assets and governed by a formal deed.",{"term":269,"definition":270},"Fixed Charge","A security interest attached to a specific identified asset — such as real property or major equipment — that prevents the company from disposing of that asset without the lender's consent.",{"term":272,"definition":273},"Floating Charge","A security interest over a class of assets that changes from time to time (such as inventory or receivables), which crystallizes into a fixed charge upon a defined event of default.",{"term":275,"definition":276},"Crystallization","The point at which a floating charge converts to a fixed charge, typically triggered by insolvency, receivership appointment, or a specified default event.",{"term":278,"definition":279},"Register of Charges","A statutory register maintained by a company and the national corporate registry listing all security interests and charges granted over the company's assets.",{"term":281,"definition":282},"Satisfaction of Debt","The full discharge of a financial obligation through payment of all principal, interest, fees, and any other agreed sums — the trigger event for debenture cancelation.",{"term":284,"definition":285},"Deed of Release","A formal legal instrument by which a secured party relinquishes its rights and interests under a security agreement, effective upon execution and delivery.",{"term":287,"definition":288},"Charge Holder","The party — typically a lender or investor — in whose favor a charge or security interest is registered against a company's assets under a debenture.",{"term":290,"definition":291},"Companies House / PPSR / UCC Filing","Jurisdiction-specific public registers where security interests are recorded: Companies House in the UK, the Personal Property Securities Register in Australia and New Zealand, and UCC filings in the United States.",{"term":293,"definition":294},"Encumbrance","Any legal claim, lien, charge, or liability attached to an asset that restricts its free transfer or use — discharged by this cancelation instrument.",{"term":296,"definition":297},"Consideration","The value exchanged between parties to make a contract binding — in a debenture cancelation, typically the repayment of the full debt or an agreed settlement sum.",[299,304,309,314,319,324,329,334,339,344],{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Recitals and background","Identifies the original debenture instrument, its date, the parties, and the factual background establishing why the cancelation is being executed.","WHEREAS, on [DATE], [COMPANY NAME] (the 'Company') granted a Debenture in favor of [DEBENTUREHOLDER NAME] (the 'Holder') dated [ORIGINAL DEBENTURE DATE] (the 'Debenture'), a copy of which is attached hereto as Schedule A; AND WHEREAS, the Company has [repaid in full / satisfied all obligations] secured by the Debenture as of [DATE].","Failing to reference the original debenture by its exact title and date. A mismatch between the cancelation instrument and the registered charge record can delay removal from the company's charge register and block a pending transaction.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Confirmation of debt satisfaction","A clear statement by the debenture holder that all amounts owed under the debenture — principal, interest, fees, and other charges — have been paid in full or that the holder agrees to release the obligation.","The Holder hereby confirms that, as of [DATE], all principal, interest, fees, and other sums secured by or payable under the Debenture have been fully paid and discharged to the Holder's complete satisfaction, and that no further amounts are owed by the Company to the Holder thereunder.","Using vague language such as 'substantially paid' or 'most obligations met.' Any residual ambiguity about outstanding amounts can invalidate the discharge or leave the company exposed to future claims.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Release of security interests and charges","The operative clause by which the debenture holder formally releases all fixed and floating charges, liens, and encumbrances created by the debenture over the company's assets.","With effect from the date hereof, the Holder hereby releases and discharges the Company from all fixed charges, floating charges, liens, and encumbrances created under or by virtue of the Debenture over all present and future assets and undertakings of the Company, including but not limited to [SPECIFIC ASSETS IF ANY].","Releasing only the floating charge while leaving the fixed charge on specific assets unreleased. Both charge types must be expressly discharged to clear the register completely.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Instruction to update the register of charges","Authorizes the company to file with the relevant corporate registry to remove the charge from the public record, and confirms the holder will cooperate with any required filings.","The Holder hereby authorizes the Company to file all necessary forms and documents with [Companies House / the applicable corporate registry] to record the satisfaction and cancellation of the Debenture and the release of all associated charges registered therein, and agrees to execute any further documents reasonably required to give effect to such filings.","Omitting the holder's cooperation obligation. In some jurisdictions, the registry will not remove a charge without a signed statement from the charge holder — if this commitment is not in the instrument, the company may be unable to complete the filing.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Surrender and cancelation of the original instrument","Requires the debenture holder to return or confirm destruction of the original debenture document and any associated certificates, confirming the instrument is void and of no further effect.","The Holder hereby surrenders to the Company the original Debenture instrument together with all related certificates, together with confirmation that the Debenture is void and of no further force or effect as of the date hereof.","Skipping this clause when the original instrument cannot be located. Without an express provision covering a lost instrument, the holder's obligations and the release mechanism are unclear, potentially allowing a claim to be revived.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Representations and warranties","Each party warrants that it has the authority to execute the instrument, that the Debenture details are accurate, and that the holder has not assigned or transferred the debenture to a third party.","Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Instrument; (b) the Debenture has not been assigned, transferred, charged, or otherwise encumbered in favor of any third party; and (c) no other person has any claim or interest in the Debenture.","Omitting the warranty that the debenture has not been assigned. If the holder has secretly transferred the debenture to another party, a cancelation signed by the original holder is ineffective — and the company may discover this only when the assignee asserts its rights.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Indemnity for filing costs","Allocates responsibility for the costs of filing the cancelation with the corporate registry and related professional fees between the parties.","The Company shall bear all filing fees, stamp duties, and reasonable professional costs associated with the registration of this Instrument Cancelation with the applicable corporate registry. The Holder shall execute all further documents reasonably required at no cost to the Company.","Leaving cost allocation silent. Disputes over who pays registry fees and legal costs can hold up execution for weeks, particularly where multiple debenture holders are involved.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Entire agreement and supersession","Confirms that this instrument, together with the original debenture (now discharged), represents the complete agreement of the parties and supersedes all prior negotiations or communications regarding the discharge.","This Instrument constitutes the entire agreement of the parties with respect to the cancellation and discharge of the Debenture and supersedes all prior negotiations, representations, and understandings relating thereto. No amendment shall be effective unless in writing and signed by all parties.","Omitting this clause when side letters or email exchanges contain informal agreements about the discharge conditions. Without an entire-agreement clause, those communications may be introduced as contractual terms.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Governing law and jurisdiction","Specifies which jurisdiction's law governs the instrument and where disputes will be resolved — critical when the company and debenture holder are in different countries.","This Instrument shall be governed by and construed in accordance with the laws of [JURISDICTION]. Each party irrevocably submits to the exclusive jurisdiction of the courts of [JURISDICTION] for the resolution of any dispute arising out of or in connection with this Instrument.","Choosing a governing law that differs from the jurisdiction where the charge is registered. A mismatch can create conflicts about which registry rules and filing procedures apply to the discharge.",{"name":345,"plain_english":346,"sample_language":347,"common_mistake":348},"Execution blocks","Formal signature blocks for each debenture holder and authorized company signatories, with date fields, witness requirements, and, where applicable, company seal provisions.","EXECUTED as a deed by [COMPANY NAME] acting by [DIRECTOR NAME], Director, and [DIRECTOR / SECRETARY NAME], Director / Secretary: _________________________ | Witnessed by: _________________________ | Date: [DATE]. SIGNED by [DEBENTUREHOLDER NAME]: _________________________ | Witnessed by: _________________________ | Date: [DATE].","Using a simple signature block instead of deed execution formalities. In the UK and many Commonwealth jurisdictions, a debenture release must be executed as a deed — a standard signature without witness attestation is insufficient to effect a legal release.",[350,355,360,365,370,375,380,385],{"step":351,"title":352,"description":353,"tip":354},1,"Locate and verify the original debenture details","Obtain the original debenture instrument and confirm the exact document title, date, registered charge number, and all parties. Cross-check against the company's register of charges and the relevant public registry record.","Pull the live registry filing — not just the internal copy — to confirm the charge description matches exactly. Discrepancies between the two are the most common cause of rejected discharge filings.",{"step":356,"title":357,"description":358,"tip":359},2,"Confirm full satisfaction of all obligations","Obtain a written statement from the debenture holder confirming the total amount paid, the final payment date, and that no further sums are outstanding. Attach this as a schedule if a separate payoff letter exists.","Request a formal payoff letter stating a per-diem interest accrual amount and an expiry date for the payoff figure — this protects the company if the closing date shifts by a day or two.",{"step":361,"title":362,"description":363,"tip":364},3,"Identify all charges to be released","List every fixed charge and the floating charge created under the debenture in the release clause. Include specific asset descriptions for fixed charges (e.g., land title numbers, equipment serial numbers).","If the debenture covers after-acquired property, include broad release language covering both current and future assets to avoid leaving residual encumbrances.",{"step":366,"title":367,"description":368,"tip":369},4,"Complete the parties and execution blocks","Enter the full legal names of the company (registered name and number) and each debenture holder. Confirm the authorized signatories for each party and whether deed execution with witnesses is required.","In UK and Commonwealth jurisdictions, check whether the debenture itself specifies how the release must be executed — some contain express requirements for deed formality or two-director signatures.",{"step":371,"title":372,"description":373,"tip":374},5,"Attach the original debenture as a schedule","Annex a copy of the original debenture instrument to the cancelation. This avoids any dispute about which instrument is being discharged and provides a clear audit trail for the registry filing.","If the original is lost, include a statutory declaration from the holder confirming the instrument details and its loss — most registries accept this in lieu of the original.",{"step":376,"title":377,"description":378,"tip":379},6,"Execute as a deed with proper witnesses","Have all parties sign in the presence of independent witnesses who also sign and print their name and address. For corporate parties, ensure the signatories hold the required authority (typically two directors, or a director and company secretary).","Never use the same witness for both the company and the debenture holder signatures — a witness with an interest in the transaction may invalidate the deed in some jurisdictions.",{"step":381,"title":382,"description":383,"tip":384},7,"File with the relevant corporate registry","Submit the required discharge forms and a certified copy of the executed instrument to Companies House (UK), the provincial registry (Canada), or the applicable state authority (US). Pay any applicable filing fees.","In the UK, file Form MR04 (satisfaction of charge) within 21 days of execution to maintain a clean registry record — late filing does not invalidate the discharge but creates gaps in the public record.",{"step":386,"title":387,"description":388,"tip":389},8,"Update internal registers and notify relevant parties","Record the cancelation in the company's internal register of charges, update the company's accounting records to remove the related liability, and notify any party that relied on the existence of the charge (e.g., a subsequent lender).","Obtain a copy of the registry's acknowledgment of the discharge filing and retain it with the executed instrument — you will need it if a future buyer or lender runs a charge search.",[391,395,399,403,407,411],{"mistake":392,"why_it_matters":393,"fix":394},"Releasing only one charge type","A debenture typically creates both fixed and floating charges. Releasing only the floating charge leaves registered fixed charges on the public record, blocking asset sales and future lending against specific property.","Expressly identify and release every fixed charge by asset description and the floating charge in the body of the release clause, and confirm all are removed from the registry filing.",{"mistake":396,"why_it_matters":397,"fix":398},"Executing as a simple contract rather than a deed","In the UK and Commonwealth jurisdictions, a release of a debenture must be executed as a deed to be legally effective. A document signed without deed formalities — witness attestation, 'signed as a deed' language — may not discharge the security.","Include 'executed as a deed' execution language, obtain independent witness signatures with addresses, and ensure corporate signatories meet the dual-authorizer requirements applicable in the governing jurisdiction.",{"mistake":400,"why_it_matters":401,"fix":402},"Omitting the warranty that the debenture has not been assigned","If the original holder has assigned or charged the debenture to a third party without the company's knowledge, a release from the original holder is ineffective — and the company may face a claim from the undisclosed assignee.","Include an express representation from the holder that the debenture has not been assigned, transferred, or encumbered, and require the holder to indemnify the company against any third-party claims arising from a breach of that warranty.",{"mistake":404,"why_it_matters":405,"fix":406},"Failing to file the discharge with the corporate registry","Execution of the cancelation instrument discharges the obligation between the parties, but the charge remains on the public register until a formal filing is made. Future lenders and buyers will see an active charge and may assume the debt is still outstanding.","File the required discharge form with the corporate registry immediately after execution — within 21 days in the UK — and retain the registry confirmation as part of the transaction record.",{"mistake":408,"why_it_matters":409,"fix":410},"Using vague payoff confirmation language","Phrases like 'substantially all amounts' or 'all known obligations' leave open the possibility that undisclosed fees or accrued interest remain outstanding, exposing the company to a future claim.","State the exact final payment amount, the payment date, and confirm there are no further sums whatsoever owed under the debenture, including fees, default interest, and indemnities.",{"mistake":412,"why_it_matters":413,"fix":414},"Not addressing a lost original debenture instrument","Without the original instrument or an express provision dealing with its absence, the legal effectiveness of the cancelation may be questioned — particularly if a third party later claims to hold the original.","Include a clause confirming the instrument is void whether or not the original is returned, and obtain a statutory declaration or lost instrument indemnity from the holder if the original cannot be produced.",[416,419,422,425,428,431,434,437,440],{"question":417,"answer":418},"What is a debentureholders instrument cancelation?","A debentureholders instrument cancelation is a formal legal document executed by a company and its debenture holders to confirm that the obligations secured by a debenture have been fully satisfied and that the debenture — along with all fixed and floating charges created under it — is discharged and of no further effect. It is the final step in closing out a secured debt arrangement and clearing the company's charge register.\n",{"question":420,"answer":421},"When should a debentureholders instrument cancelation be used?","It is used when a company has repaid all principal and interest owed under a debenture, when a lender agrees to release security as part of a debt restructuring, or when a debenture is being canceled in connection with a corporate reorganization or asset sale. It is also required before refinancing — a new lender will typically require proof that prior charges are discharged before advancing funds.\n",{"question":423,"answer":424},"What is the difference between a debenture cancelation and a debenture release?","The terms are often used interchangeably, but a cancelation typically refers to the extinguishment of the entire debenture instrument and all obligations under it, while a release may refer to the discharge of a specific charge or asset from a continuing debenture. A full instrument cancelation is appropriate when all obligations are satisfied and the debenture relationship is ending entirely.\n",{"question":426,"answer":427},"Does a debentureholders instrument cancelation need to be executed as a deed?","In the UK, Australia, and most Commonwealth jurisdictions, the release of a debenture security interest must typically be executed as a deed to be legally effective. This requires witness attestation, specific execution language, and in the case of corporate parties, execution by two authorized signatories. In the US, deed formality requirements vary by state and by the nature of the underlying security. Legal advice is recommended to confirm the execution requirements in the applicable jurisdiction.\n",{"question":429,"answer":430},"What filings are required after a debenture is canceled?","In the UK, the company must file Form MR04 (memorandum of satisfaction of charge) with Companies House, ideally within 21 days of execution. In Canada, a discharge must be registered with the applicable provincial personal property securities registry. In the US, UCC-3 termination statements are filed to extinguish registered financing statements. Failure to file does not necessarily invalidate the discharge between the parties, but leaves an active charge on the public record that can complicate future transactions.\n",{"question":432,"answer":433},"Can a debenture be canceled if the original instrument has been lost?","Yes, in most jurisdictions a debenture can still be canceled even if the original instrument cannot be produced. The cancelation document should include an express clause confirming the instrument is void regardless of whether the original is returned. The debenture holder should also provide a statutory declaration or a lost instrument indemnity to protect the company against any third-party claim based on the original instrument.\n",{"question":435,"answer":436},"What happens to registered charges after a debenture is canceled?","Execution of the cancelation instrument discharges the obligation between the parties with immediate effect, but registered charges remain visible on the public register until a formal discharge or satisfaction filing is made with the relevant registry. Companies should file promptly after execution to ensure the public record reflects the clean position — this is essential for any pending refinancing, acquisition, or asset sale.\n",{"question":438,"answer":439},"Can part of a debenture be canceled while the rest remains in force?","Yes. A partial release can discharge a specific fixed charge over a named asset while leaving the remainder of the debenture — including other fixed charges and the floating charge — intact. This is common when a company sells a specific secured asset and needs to deliver clean title to the buyer. A partial release instrument should be used in this scenario rather than a full instrument cancelation.\n",{"question":441,"answer":442},"Do all debenture holders need to sign the cancelation?","Yes, generally. Each registered debenture holder must execute the cancelation instrument to release their respective security interest. If there are multiple holders — for example, a trustee holding on behalf of a class of bondholders — the trustee typically executes on behalf of all holders under the terms of the trust deed. Obtaining all required signatures before filing is essential to ensure the discharge is complete.\n",[444,448,452,456,460,464],{"industry":445,"icon_asset_id":446,"specifics":447},"Banking and financial services","industry-fintech","Commercial banks regularly issue debenture cancelations as part of loan close-out procedures, triggering internal credit file updates and PPSR or Companies House discharge filings as standard post-repayment steps.",{"industry":449,"icon_asset_id":450,"specifics":451},"Private equity and venture capital","industry-private-equity","Debenture cancelation is a standard pre-exit step in portfolio company disposals, required to deliver unencumbered assets to a buyer and satisfy the conditions precedent in acquisition agreements.",{"industry":453,"icon_asset_id":454,"specifics":455},"Real estate and property development","industry-real-estate","Fixed charges over land and buildings created under development finance debentures must be formally canceled before titles can be transferred to buyers or mortgaged to new lenders.",{"industry":457,"icon_asset_id":458,"specifics":459},"Manufacturing and asset-heavy businesses","industry-manufacturing","Equipment and plant subject to fixed charges under debentures require express asset-level release language in the cancelation to allow machinery to be sold or refinanced without lender consent.",{"industry":461,"icon_asset_id":462,"specifics":463},"Technology and SaaS","industry-saas","IP assets and receivables pledged under debentures to early-stage lenders or revenue-based finance providers must be discharged before a company can grant fresh security to a new growth-stage lender.",{"industry":465,"icon_asset_id":466,"specifics":467},"Professional services","industry-professional-services","Partnership or corporate practices that used debenture financing to fund fit-out or working capital need clean charge registers to satisfy professional body requirements and facilitate partner buyouts.",[469,471,475,478],{"vs":262,"vs_template_id":263,"summary":470},"A debenture agreement creates the security interest — it grants the lender a fixed and floating charge over the company's assets in exchange for advancing funds. A debentureholders instrument cancelation is the document that terminates that relationship once all obligations are met. You need the debenture agreement to create the charge and this cancelation to extinguish it.",{"vs":472,"vs_template_id":473,"summary":474},"Loan Payoff Letter","D{LOAN_PAYOFF_LETTER_ID}","A loan payoff letter is a lender's statement of the exact amount needed to close out a loan on a given date, including outstanding principal, accrued interest, and fees. It is a precondition to executing a debenture cancelation, not a substitute for it. The payoff letter confirms the numbers; the cancelation instrument formally discharges the security and authorizes registry filings.",{"vs":250,"vs_template_id":476,"summary":477},"D{PROMISSORY_NOTE_CANCELATION_ID}","A promissory note cancelation discharges an unsecured promise to repay a specific sum. A debenture cancelation is more complex because it also releases registered security interests — fixed and floating charges — over company assets. Where a promissory note has no registered charge attached, a simple note cancelation is sufficient; where a debenture is involved, this instrument is required.",{"vs":479,"vs_template_id":480,"summary":481},"Debt Settlement Agreement","D{DEBT_SETTLEMENT_ID}","A debt settlement agreement records a compromise under which the creditor accepts less than the full amount owed in full satisfaction of the debt. A debenture cancelation is appropriate when the full debt has been repaid or when the holder agrees to release the security regardless of the payment outcome. If the debenture is being released as part of a negotiated partial settlement, a debt settlement agreement should be executed first, with the cancelation instrument following to discharge the security.",{"use_template":483,"template_plus_review":487,"custom_drafted":491},{"best_for":484,"cost":485,"time":486},"Standard single-holder debenture cancelations following full repayment, where the governing jurisdiction and charge details are straightforward","Free","30–60 minutes to complete, plus filing time",{"best_for":488,"cost":489,"time":490},"Multi-holder debentures, cross-border arrangements, or cancelations connected to an asset sale or refinancing with a new lender","$500–$1,500 for a solicitor or corporate counsel review","2–5 business days",{"best_for":492,"cost":493,"time":494},"Complex syndicated debentures, trustee-held instruments, regulated financial institutions, or debentures involving material IP or real property in multiple jurisdictions","$2,000–$8,000+","1–3 weeks",[496,501,506,511],{"code":497,"name":498,"flag_asset_id":499,"note":500},"us","United States","flag-us","In the US, debentures are typically governed by state law, and security interests in personal property are perfected by filing a UCC-1 financing statement. Upon satisfaction, the secured party must file a UCC-3 termination statement within 20 days of a written demand from the debtor, or face liability for costs and damages. Real property security interests require a separate deed of release or reconveyance filed with the county recorder. Requirements vary significantly by state.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"ca","Canada","flag-ca","In Canada, personal property security interests are registered under each province's Personal Property Security Act (PPSA). Upon discharge, the secured party must register a financing change statement to terminate the registration. Quebec operates under the Civil Code of Quebec, which governs hypothecs rather than common-law charges — discharge requires a release of hypothec registered at the Registre des droits personnels et réels mobiliers (RDPRM). Corporate debentures in federally incorporated companies may also require filings under the Canada Business Corporations Act.",{"code":507,"name":508,"flag_asset_id":509,"note":510},"uk","United Kingdom","flag-uk","In the UK, debenture charges must be registered at Companies House within 21 days of creation. Upon satisfaction, the company must file Form MR04 (memorandum of satisfaction of charge) or Form MR05 (part satisfaction). The release document must be executed as a deed, signed by two directors or a director and company secretary, and witnessed. Scottish law treats floating charges differently from English law — specific Scottish law advice is recommended for charges over Scottish assets.",{"code":512,"name":513,"flag_asset_id":514,"note":515},"eu","European Union","flag-eu","The EU has no unified debenture law; requirements vary by member state. In Germany, securities over movable assets are discharged under the BGB (Civil Code) through a written release and return of possession or control. In France, sûretés (security interests) require a mainlevée (discharge notice) filed with the relevant registry. GDPR considerations apply where the debenture documentation contains personal data — data relating to individual guarantors or directors should be handled in line with applicable retention policies.",[263,517,251,259,518,519,520,521,522,523,524,259],"loan-agreement-D417","security-agreement-D915","certificate-of-corporate-resolution-D3","letter-of-default-on-promissory-note-D431","non-disclosure-agreement-nda-D12692","board-resolution-D78","minutes-of-meeting-of-incorporators-D17","asset-purchase-agreement-D928",{"emit_how_to":204,"emit_defined_term":204},{"primary_folder":165,"secondary_folder":527,"document_type":528,"industry":529,"business_stage":530,"tags":531,"confidence":537},"equity-and-mergers","notice","general","all-stages",[532,533,534,535,536],"equity","debenture","discharge","legal-notice","corporate-compliance",0.85,"\u003Ch2>What is a Debentureholders Instrument Cancelation?\u003C/h2>\n\u003Cp>A \u003Cstrong>Debentureholders Instrument Cancelation\u003C/strong> is a formal legal document executed by a company and its debenture holders to confirm that all obligations secured by a debenture — including principal, interest, fees, and any other agreed sums — have been fully satisfied and that the debenture instrument, together with every fixed and floating charge created under it, is discharged and extinguished. It functions as the legal mirror image of the original debenture: where the debenture creates the security interest and records the lender's rights over the company's assets, the cancelation terminates those rights, releases the encumbrances, and authorizes the company to file with the applicable corporate registry to remove the charge from the public record. The document is typically executed as a deed to meet the formal requirements of jurisdictions where a simple contract signature is insufficient to release a registered security interest.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a formally executed instrument cancelation, a satisfied debenture continues to appear as an active charge on your company's public registry record — and that has concrete consequences. Future lenders will see the encumbrance and either decline to advance funds or require costly and time-consuming indemnity arrangements before proceeding. Buyers in an acquisition will flag the outstanding charge as a condition precedent to closing, adding legal fees and delay to the transaction. In some jurisdictions, a debenture holder that has been repaid but has not formally released its security retains the technical right to enforce the charge against specific assets — a risk that becomes acute if the holder becomes insolvent or is acquired by a party hostile to the company. A properly executed cancelation, filed promptly with the relevant registry, eliminates all of these risks for the cost of a template and a focused legal review where the complexity warrants it.\u003C/p>\n",1778696352537]