[{"data":1,"prerenderedAt":534},["ShallowReactive",2],{"document-debentures-and-trust-deed-D466":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":533},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"DEBENTURES AND TRUST DEED This Debentures and Trust Deed (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY] (the \"Company\"), 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: [SECOND PARTY] (the \"Trustee\"), an individual with his/her main address located at: [COMPLETE ADDRESS] BEFORE [SPECIFY INDIVIDUAL NAME] the undersigned Notary for the [STATE/PROVINCE], practicing in the City of [SPECIFY], District of [SPECIFY]. WHICH [COMPANY NAME] DECLARED UNTO THE UNDERSIGNED NOTARY AS FOLLOWS: WHEREAS the Company wishes to issue Series A, Series B, Series C and Series D Debentures which shall be constituted by the present Trust Deed of Hypothec, Mortgage and Pledge and secured in the manner hereinafter appearing; and WHEREAS the Company is duly authorized to create and issue the Series A, Series B, Series C and Series D Debentures as hereinafter provided and to secure the Debentures by the present Trust Deed of Hypothec, Mortgage and Pledge; and WHEREAS all things necessary have been done and performed to make the Series A, Series B, Series C and Series D Debentures, when certified by the Trustee and issued as in this Trust Deed provided, valid, binding and legal obligations of the Company and to constitute this Trust Deed as valid security for the payment of the principal of, and interest and premium, if any, on all Series A, Series B, Series C and Series D Debentures issued hereunder; and WHEREAS the execution of this Trust Deed and the issue of Series A, Series B, Series C and Series D Debentures subject to the terms hereof have in all respects been duly authorized. NOW, THEREFORE, THE PARTIES HERETO HAVE AGREED WITH EACH OTHER AND HAVE DECLARED UNTO THE UNDERSIGNED NOTARY AS FOLLOWS: INTERPRETATION Meaning of Words The following words and phrases, wherever used in this Trust Deed, in its preamble or in its schedules, or in any deed supplementary hereto, shall, unless there be something in the context inconsistent therewith, have the following meanings: \"Company\" means the Party of the First Part and any successor company which shall have complied with the provisions hereof; \"Creditors\" means [INDIVIDUAL NAME], [INDIVIDUAL NAME], [INDIVIDUAL NAME] and [INDIVIDUAL NAME] and any successors or assigns thereof; \"Debentures\" means the Series A, Series B, Series C and Series D Debentures issued hereunder; \"Debenture holders' Instrument\" shall have the meaning set forth in Section 13.2 herein; \"Mortgaged Premises\" or \"Mortgaged Property\" means and includes all the undertaking of the Company and all its present and future property, rights, interest, title, rights in property and assets (including, without limitation, any uncalled capital) now owned or hereafter acquired of whatever nature and kind and wheresoever situated, which is or may at any time be subject to the lien hereof or which may be intended to be subject to the lien hereof to secure payment of the moneys payable hereunder and under the Debentures; \"Trustee\" means the Party of the Second Part or its successors in the trust hereby created; \"Trustee's Indemnification\" means sufficient funds, in the opinion of the Trustee, to commence, continue and carry out any act, action or proceeding and an indemnity satisfactory to the Trustee to protect and hold harmless the Trustee from and against all costs, charges, expenses and liabilities that it might incur as a result of any such act, action or proceeding and any loss and damage it may sustain by reason thereof. Governing Law This Deed and the Debentures and the interpretation and enforcement thereof shall be governed by and in accordance with the laws of the Province of [STATE/PROVINCE]. No Deemed Reinvestment of Interest The principle of deemed reinvestment of interest shall not apply to the determination of any annual rate of interest or interest determination or computation under the terms of this Deed or the Debentures and all such determinations and computations shall be made on the basis of the nominal rates of interest provided herein or in the Debentures. FORM AND ISSUE OF DEBENTURES Limitation of Issue The Series A, Series B, Series C and Series D Debentures to be issued under and secured by this Deed are limited to an aggregate principal amount of [AMOUNT] in lawful money of [COUNTRY], and shall be designated [PERCENTAGE %] Demand Debentures. Form of Debentures The Debentures and the certificate of the Trustee shall be respectively substantially of the tenor and in the form set forth in the First Schedule of this Trust Deed, with such omissions, insertions and variations as are in this Trust Deed provided or permitted, shall be issued as fully registered Debentures without coupons, may be issued in any denominations and shall bear the respective dates given to them by the Company. The Debentures shall be payable on demand as set forth in Article [NUMBER] hereof and shall bear interest before and after default, payable on demand, from their date, at the rate of [PERCENTAGE] percent per annum, calculated half yearly and not in advance, with interest on all overdue interest calculated daily at the same rate from the due date until the date of payment. Payment in Legal Tender The principal of and interest on the Debentures shall be payable in lawful money of [COUNTRY] at par to the registered holder of the Debentures at the address in [COUNTRY] given to the Trustee from time to time by the Debenture holder. Signature of Debentures All Debentures issued hereunder shall be signed by any [NUMBER] director or officer of the Company acting alone. Type When any of the Debentures are to be issued hereunder, the Company shall, without unreasonable delay, cause to be prepared, executed and delivered to the Trustee definitive Debentures which may be typewritten or otherwise mechanically reproduced. Delivery All Debentures may from time to time after the execution of this Deed be issued by the Company and be certified by or on behalf of the Trustee and shall be delivered by the Trustee to or to the order of the Company, from time to time upon receipt by the Trustee of an order or orders in writing signed by any [NUMBER] director or officer of the Company acting alone. Certification No Debenture shall be issued, or if issued, shall be obligatory or shall entitle the holder to the benefit of the security of these presents or the benefit of the trusts hereunder until it has been certified by or on the behalf of the Trustee, and such certification by the Trustee upon any such Debentures shall be conclusive evidence that the Debentures so certified have been duly issued hereunder and that the holder thereof is entitled to the benefit of the security and trusts under these presents. The certificate of the Trustee signed on the Debentures issued hereunder shall not be construed as a representation or warranty by the Trustee as to the validity or security of this Deed or of the said Debentures, and the Trustee shall in no respect be liable or answerable for the use made of said Debentures or any of them or the proceeds thereof. Consideration, Issue and Rank The Debentures may be issued for such price or consideration as shall be determined by the Directors or, at the discretion of the Directors, may be pledged, hypothecated or charged from time to time by the Company to provide security for the payment of present or future indebtedness or other obligations present or future of the Company provided, however, that any Debentures so pledged, hypothecated or charged shall not be deemed to be redeemed by reason of the account of the Company having ceased to be indebted while the Debentures remain so pledged, hypothecated or charged.",null,"Debentures and Trust Deed","16",145,"doc","https://templates.business-in-a-box.com/imgs/1000px/debentures-and-trust-deed-D466.png","https://templates.business-in-a-box.com/imgs/250px/466.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#466.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/","debentures trust deed","Debentures and Trust Deed Template","https://templates.business-in-a-box.com/imgs/400px/466.png","https://templates.business-in-a-box.com/imgs/600px/466.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Loans & Promissory Notes","/templates/loans-and-promissory-notes/",[39,43,47,51,55,59,63,67,71,75,79,83,87,105,120,135,152,166],{"label":40,"url":41,"thumb":42,"extension":10},"Assignment of Deed of Trust","/template/assignment-of-deed-of-trust-D975","https://templates.business-in-a-box.com/imgs/250px/975.png",{"label":44,"url":45,"thumb":46,"extension":10},"Deed of Trust Donation","/template/deed-of-trust-donation-D986","https://templates.business-in-a-box.com/imgs/250px/986.png",{"label":48,"url":49,"thumb":50,"extension":10},"Declaration of Trust","/template/declaration-of-trust-D93","https://templates.business-in-a-box.com/imgs/250px/93.png",{"label":52,"url":53,"thumb":54,"extension":10},"Voting Trust Agreement","/template/voting-trust-agreement-D926","https://templates.business-in-a-box.com/imgs/250px/926.png",{"label":56,"url":57,"thumb":58,"extension":10},"Assignment for Deed","/template/assignment-for-deed-D974","https://templates.business-in-a-box.com/imgs/250px/974.png",{"label":60,"url":61,"thumb":62,"extension":10},"Deed Of Conveyance","/template/deed-of-conveyance-D12693","https://templates.business-in-a-box.com/imgs/250px/12693.png",{"label":64,"url":65,"thumb":66,"extension":10},"Deed of Discharge","/template/deed-of-discharge-D980","https://templates.business-in-a-box.com/imgs/250px/980.png",{"label":68,"url":69,"thumb":70,"extension":10},"Gift Deed","/template/gift-deed-D13517","https://templates.business-in-a-box.com/imgs/250px/13517.png",{"label":72,"url":73,"thumb":74,"extension":10},"Mortgage Deed","/template/mortgage-deed-D988","https://templates.business-in-a-box.com/imgs/250px/988.png",{"label":76,"url":77,"thumb":78,"extension":10},"Quitclaim Deed","/template/quitclaim-deed-D394","https://templates.business-in-a-box.com/imgs/250px/394.png",{"label":80,"url":81,"thumb":82,"extension":10},"Warranty Deed","/template/warranty-deed-D993","https://templates.business-in-a-box.com/imgs/250px/993.png",{"label":84,"url":85,"thumb":86,"extension":10},"Deed of Hypothec on Movables","/template/deed-of-hypothec-on-movables-D981","https://templates.business-in-a-box.com/imgs/250px/981.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":104},"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":96,"description":6},"loan agreement",[98,100,103],{"label":17,"url":99},"finance-accounting",{"label":101,"url":102},"Business Loans","business-loan",{"label":101,"url":102},"/template/loan-agreement-D417",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":109,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":114,"keywords":118,"url":119},"CONVERTIBLE NOTE AGREEMENT This Convertible Note Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NOTE HOLDERS NAME] (the \"Note Holders\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Note Holders are willing to lend Company the aggregate sum of [AMOUNT] be evidenced by [%] Convertible Promissory Notes. In consideration of the mutual covenants and conditions herein contained, the parties hereby agree, represent and warrant as follows: Issue of Notes The Company will authorize the issue of its [%] Convertible notes (hereinafter called \"Notes\") in the aggregate principal amount of [amOUNT] to be dated [date] to mature on [date] to bear interest on the unpaid principal thereof at the rate of [%] per annum until maturity, payable on the [day] of [month] in each year, commencing on [date], [year], and after maturity at the rate of [%] per annum until paid, and to be substantially in the form of Exhibit A attached hereto. For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a [number] day month and a [number] day year. The Company will promptly and punctually pay to Note Holders or their nominee the interest on any of the Notes held by Note Holders without presentment of the Notes. In the event that Note Holders shall sell or transfer any of the Notes, they shall notify the Company of the name and address of the transferee. In the event the Company defaults on any installment of interest or principal, then any Holder of these Notes may, at his option, without notice, declare the entire principal and the interest accrued thereon immediately due and payable and may proceed to enforce the collection thereof. All the Notes shall contain a confession of judgment provision. The Company will also authorize the issue of [number] shares of its common stock (hereinafter called \"The Stock\") and will authorize the issuance of and reserve for such purchase such a number of additional shares of common stock (hereinafter called the \"Conversion Stock\") as may from time to time be the maximum number required for issuance upon conversion of the Notes pursuant to the conversion privileges hereinafter stated. Sale and Purchase of Notes and Stock The Company will sell the Notes to the purchasers listed on Exhibit A, each of whom agrees to purchase the principal amount of the Notes set opposite their names, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein, at the purchase price of [%] of the principal amount. Representations and Warranties by the Company Company is a corporation duly organized and existing in good standing under the laws of the State of [state/province] has the corporate power to own its own property and to carry on in the business as it is now being conducted. Company has on its corporate records the names of the following individuals who each own [number] shares of common stock which constitute all the issue and outstanding capital stock of the Company as of this date. The Company has furnished to the Note Holders an Offering Circular which is attached hereto as Exhibit B. The financial statements contained therein are true and correct and have been prepared in accordance with generally accepted accounting principles consistently followed throughout the period indicated. There is no action or proceeding pending or, to the knowledge of the Company, threatened against the Company before any court or administrative agency, the determination of which might result in any material adverse change in the business of the Company. The Company has title to the respective properties and assets including the properties and assets reflected on the financial statement for the year ending [date] and which assets and properties are subject to no liens, mortgages, encumbrances or charges except a security interest to [specify]. The Company is not a party to any contract or agreement or subject to any restriction which materially and adversely affects its business, property or assets, or financial condition, and neither the execution nor delivery of this Agreement, nor the confirmation of the transactions contemplated herein, nor the fulfillment of the terms hereof, nor the compliance with the terms and provisions hereof and of the Notes, will conflict with or result in the breach of the terms, conditions or provisions or constitute a default, under the Articles of Incorporation or Code of Regulations of the Company or of any Agreement or instrument to which the Company is now a party. The Company has not declared, set aside, paid or made any dividend or other distributions with respect to its capital stock and has not made or caused to be made directly or indirectly, any payment or other distribution of any nature whatsoever to any of the holders of its capital stock except for regular salary payments for services rendered and the reimbursement of business expenses. All of the equipment and automobiles of the Company are in good condition and repair. There are no outstanding options or rights to purchase shares of the Company and no outstanding securities with the right of conversion into shares of the Company. The Company owns or possesses adequate licenses or other rights to use, all patents, trademarks, trade names, trade secrets, and copyrights used in its business. No one has asserted to the Company that its operations infringe on the patents, trademarks, trade secrets or other rights utilized in the operation of its business. Neither the Company nor any agent or employee acting in its behalf has offered the Notes or the Stock or any portion thereof for sale to or solicited in any offer to buy the same or any thereof from any person or persons other than the purchasers listed in the attached Exhibit A and [NUMBER] other persons, and neither the Company nor any agent or employee acting in its behalf will sell or offer for sale the Notes or Stock or any portion thereof to or solicit any offer to buy the Notes or the Stock from any person or persons so as to bring the issuance or sale thereof within the provisions of Section [NUMBER] of the [ACT]. Representations and Warranties by the Note Holders The Note Holders represent and warrant that: The Note Holders are subscribing for the Notes and Stock for investment purposes and not with the view to or for sale in connection with any distribution thereof and that they have no present intent to sell, give or otherwise transfer the Notes or Stock. The Note Holders state that they are and residents of the State of [state/province]. The Note Holders understand that this is a highly speculative investment in a Company which is insolvent both from a legal and an equity standpoint. Individuals represent and warrant that they have a net worth in excess of [amount] exclusive of their residences and that they are sophisticated investors who are knowledgeable about the [specify] business. Note Holders state that they will be active in the affairs of the business of the Company. Prepayment of the Notes Company shall have the right to make prepayments on principal of the Notes at any time on [number] days written notice. Such prepayment shall be accompanied by a payment of all accrued interest to date. There shall be no premium for the amount so prepaid. Conversion","Convertible Note Agreement","6",64,"https://templates.business-in-a-box.com/imgs/1000px/convertible-note-agreement-D870.png","https://templates.business-in-a-box.com/imgs/250px/870.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#870.xml",{"title":6,"description":6},[115,117],{"label":33,"url":116},"business-legal-agreements",{"label":33,"url":116},"convertible note agreement","/template/convertible-note-agreement-D870",{"description":121,"descriptionCustom":6,"label":122,"pages":90,"size":91,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":127,"url":134},"PERSONAL GUARANTEE This Personal Guarantee (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Guarantor\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] I, [NAME OF GUARANTOR], residing at [COMPLETE ADDRESS], hereby personally and solidarity guarantee all of the obligations of [YOUR COMPANY NAME] and agree to be bound solidarity with [YOUR COMPANY NAME] for the prompt performance of [YOUR COMPANY NAME]'s obligations under that certain [SPECIFY] Agreement dated [DATE] (the \"Agreement\") between [YOUR COMPANY NAME] and [COMPANY NAME], including without limitation the payment of all goods, wares and merchandise as [YOUR COMPANY NAME] may from time to time select and purchase on credit from [COMPANY NAME], and hereby expressly renounce to the benefits of division and discussion. Furthermore, I agree that waive may extend the time for payment of any amounts owing to it by waive and/or may waive any default by waive without it in any way lessening or limiting my liability hereunder. Notwithstanding the foregoing, my guarantee hereunder to pay any and all amounts owing by [YOUR COMPANY NAME] to [COMPANY NAME] shall be limited to the sum of [AMOUNT] OR [%] of such outstanding amount.","Personal Guarantee","https://templates.business-in-a-box.com/imgs/1000px/personal-guarantee-D405.png","https://templates.business-in-a-box.com/imgs/250px/405.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#405.xml",{"title":127,"description":6},"personal guarantee",[129,130,131],{"label":17,"url":99},{"label":101,"url":102},{"label":132,"url":133},"Guaranties & Collateral","guaranties-collateral","/template/personal-guarantee-D405",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":144,"keywords":150,"url":151},"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},[145,146,147],{"label":17,"url":99},{"label":101,"url":102},{"label":148,"url":149},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":153,"descriptionCustom":6,"label":154,"pages":155,"size":156,"extension":10,"preview":157,"thumb":158,"svgFrame":159,"seoMetadata":160,"parents":161,"keywords":164,"url":165},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement","1",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[162,163],{"label":33,"url":116},{"label":33,"url":116},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",{"description":167,"descriptionCustom":6,"label":168,"pages":138,"size":169,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":174,"keywords":178,"url":179},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[175,176],{"label":17,"url":99},{"label":20,"url":177},"raising-capital","term sheet","/template/term-sheet-D473",false,{"seo":182,"reviewer":195,"legal_disclaimer":199,"quick_facts":200,"at_a_glance":202,"personas":206,"variants":231,"glossary":256,"clauses":293,"how_to_fill":344,"common_mistakes":385,"faqs":410,"industries":438,"comparisons":463,"diy_vs_lawyer":476,"jurisdictions":489,"related_template_ids_curated":510,"schema":520,"classification":521},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Free Debentures and Trust Deed Template – Word & PDF","Free debentures and trust deed template for secured and unsecured corporate borrowing. Covers trustee duties, charge terms, covenants, and default.","debentures and trust deed template",[187,188,189,190,191,192,193,194],"trust deed template","debenture agreement template","corporate debenture template","trust deed for debentures word","debenture deed free download","secured debenture template","fixed and floating charge debenture","corporate debt instrument template",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":201,"legal_review_recommended":199,"signature_required":199,"notarization_required":180},"advanced",{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"A Debentures and Trust Deed is a legally binding instrument by which a company raises debt capital from one or more investors (debenture holders) and appoints an independent trustee to hold security and enforce the lender's rights on their behalf. This free Word download gives you a professionally structured starting point covering the charge terms, trustee powers, financial covenants, and default provisions that govern most secured corporate debt arrangements.\n","Use it when a company issues debentures to a group of investors, requires a trustee to manage security on behalf of multiple holders, or when a lender requires a formal charge over company assets as a condition of providing financing.\n","Issuer and trustee identification, debenture terms (principal, interest rate, maturity), security provisions including fixed and floating charges, trustee appointment and powers, financial and operational covenants, events of default, enforcement rights, and governing law.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Corporate finance directors","Structuring a secured debt issuance to a group of institutional investors","persona-cfo",{"title":212,"use_case":213,"icon_asset_id":214},"Startup founders","Issuing convertible debentures to angel or seed-stage investors","persona-startup-founder",{"title":216,"use_case":217,"icon_asset_id":218},"Commercial lenders","Documenting a fixed and floating charge over a borrower's assets","persona-lender",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate lawyers","Drafting or adapting trust deed provisions for a specific transaction","persona-corporate-lawyer",{"title":224,"use_case":225,"icon_asset_id":226},"Investment trustees","Defining the scope of their duties and powers when acting for debenture holders","persona-trustee",{"title":228,"use_case":229,"icon_asset_id":230},"SME owners seeking growth capital","Raising debt from a private investor group secured against business assets","persona-small-business-owner",[232,236,239,242,246,249,252],{"situation":233,"recommended_template":234,"slug":235},"Issuing debentures to a single institutional lender rather than a group","Loan Agreement with Debenture Security","security-agreement-D915",{"situation":237,"recommended_template":107,"slug":238},"Raising convertible debt that flips to equity on a trigger event","convertible-note-agreement-D870",{"situation":240,"recommended_template":72,"slug":241},"Securing a loan against specific real property only","mortgage-deed-D988",{"situation":243,"recommended_template":244,"slug":245},"Providing unsecured corporate bonds to retail investors","Corporate Bond Indenture","bond-agreement-D13310",{"situation":247,"recommended_template":248,"slug":235},"Pledging specific movable assets as collateral without a floating charge","Security Agreement (UCC Article 9)",{"situation":250,"recommended_template":122,"slug":251},"Documenting a personal guarantee alongside the debenture","personal-guarantee-D405",{"situation":253,"recommended_template":254,"slug":255},"Appointing a receiver under an existing debenture in default","Appointment of Receiver Notice","late-appointment-policy-D13426",[257,260,263,266,269,272,275,278,281,284,287,290],{"term":258,"definition":259},"Debenture","A long-term debt instrument issued by a company that acknowledges a loan and sets out the repayment terms, interest rate, and security provided to the lender.",{"term":261,"definition":262},"Trust Deed","The legal document that appoints a trustee to hold security and enforce the rights of multiple debenture holders as a group.",{"term":264,"definition":265},"Trustee","An independent party — often a bank or trust company — appointed to act on behalf of debenture holders, hold the security, and enforce rights on default.",{"term":267,"definition":268},"Fixed Charge","A security interest over a specific, identified asset (such as land, plant, or intellectual property) that the company cannot dispose of without the lender's consent.",{"term":270,"definition":271},"Floating Charge","A security interest over a class of assets that changes in the ordinary course of business (such as stock or receivables), which crystallises into a fixed charge on a default event.",{"term":273,"definition":274},"Crystallisation","The point at which a floating charge converts into a fixed charge, attaching to the specific assets in the class at that moment — typically triggered by default or insolvency.",{"term":276,"definition":277},"Covenant","A contractual promise by the borrower to do, or refrain from doing, something — such as maintaining a minimum interest coverage ratio or not incurring additional debt above a set threshold.",{"term":279,"definition":280},"Event of Default","A specified trigger — such as missed interest payment, insolvency, or breach of covenant — that entitles the trustee to accelerate repayment and enforce security.",{"term":282,"definition":283},"Acceleration","The right of the trustee or lender to demand immediate repayment of the entire outstanding principal and accrued interest upon an event of default.",{"term":285,"definition":286},"Negative Pledge","A covenant by the borrower not to create any further security interests over its assets that would rank ahead of or equally with the debenture holder's charge.",{"term":288,"definition":289},"Pari Passu","Latin for 'equal footing' — meaning two or more creditors share the same priority ranking in the repayment waterfall on insolvency.",{"term":291,"definition":292},"Redemption","The repayment of the debenture principal (and any accrued interest) at or before maturity, releasing the charge over the secured assets.",[294,299,304,309,314,319,324,329,334,339],{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Parties, recitals, and definitions","Identifies the issuing company, the trustee, and — where named — the initial debenture holders. The recitals state the purpose of the issuance and the definitions clause gives precise meaning to every capitalised term used throughout the deed.","This Trust Deed is made on [DATE] between [COMPANY NAME], a company incorporated in [JURISDICTION] (the 'Issuer'), and [TRUSTEE NAME] (the 'Trustee'). The Issuer intends to issue Debentures up to an aggregate principal amount of [CURRENCY][AMOUNT].","Using defined terms inconsistently — for example, referring to 'the lender' in some clauses and 'the Debenture Holder' in others. Inconsistency creates ambiguity that courts resolve against the drafter.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Debenture terms — principal, interest, and maturity","States the total amount being borrowed, the interest rate (fixed or variable, and the reference rate if variable), interest payment dates, and the maturity or redemption date.","The Issuer shall pay interest on the outstanding principal at the rate of [X]% per annum, calculated on a 365-day basis and payable [quarterly / semi-annually] in arrears on [DATES]. The Debentures shall mature and be redeemable at par on [DATE].","Failing to specify whether interest compounds on missed payments. Without this, a court applies the jurisdiction's statutory rate, which may be far below the commercial rate the parties intended.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Security — fixed and floating charges","Grants the trustee (for the benefit of debenture holders) a fixed charge over specific named assets and a floating charge over all other present and future assets and undertaking of the company.","The Issuer, with full title guarantee, charges in favour of the Trustee: (a) by way of fixed charge, all freehold and leasehold property, intellectual property, and plant listed in Schedule 1; and (b) by way of floating charge, all other assets and undertaking of the Issuer from time to time.","Failing to register the charge at the relevant companies registry within the statutory deadline — 21 days in England and Wales, for example. An unregistered charge is void against an administrator, liquidator, or creditor.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Trustee appointment, powers, and duties","Formally appoints the trustee, sets out the scope of their authority to hold security, receive notices, vote on resolutions, and take enforcement action, and specifies the standard of care they owe to debenture holders.","The Trustee is hereby appointed to act as trustee for the Debenture Holders and is authorised to exercise all rights, powers, and discretions set out in this Deed and under applicable law, including appointing a Receiver over the Charged Assets on an Event of Default.","Giving the trustee broad enforcement powers without a matching indemnity clause. A trustee who faces personal liability for enforcement costs will delay action, disadvantaging all debenture holders.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Financial and operational covenants","Requires the issuer to maintain specified financial ratios (such as minimum interest cover or maximum leverage), provide periodic financial statements, and refrain from actions that could impair the security — such as selling charged assets or incurring additional senior debt.","The Issuer covenants that it shall: (a) maintain an Interest Coverage Ratio of not less than [X]:1 tested [quarterly]; (b) deliver audited financial statements within [90] days of each fiscal year end; and (c) not create or permit any Security Interest over the Charged Assets ranking in priority to or pari passu with the Debenture.","Setting financial covenant thresholds at the current trading level with no headroom. Even a temporary dip triggers a technical default that the trustee is obliged to enforce, forcing expensive waivers.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Negative pledge and restrictions on disposal","Prevents the issuer from creating competing security over its assets or disposing of charged assets without trustee consent, protecting the debenture holders' priority position.","The Issuer shall not, without the prior written consent of the Trustee, create or permit to subsist any mortgage, charge, pledge, lien, or other encumbrance over any of the Charged Assets, nor sell, transfer, or otherwise dispose of any Charged Asset outside the ordinary course of business.","Omitting a carve-out for permitted disposals in the ordinary course of business. Without it, every routine asset sale — replacing old equipment, for example — technically requires trustee consent and creates unnecessary friction.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Events of default","Lists the specific events that trigger the trustee's right to accelerate the debentures and enforce security — typically including non-payment, covenant breach, insolvency, cross-default, and material adverse change.","Each of the following is an Event of Default: (a) failure to pay principal or interest within [5] Business Days of the due date; (b) material breach of any covenant not remedied within [30] days of notice; (c) the Issuer entering administration, liquidation, or analogous insolvency proceedings; (d) any default under other financial indebtedness exceeding [CURRENCY][THRESHOLD].","Including a material adverse change (MAC) clause without defining what constitutes a MAC. Undefined MAC clauses are routinely litigated and are difficult to enforce in court without a specific factual threshold.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Enforcement and appointment of receiver","Sets out the procedure the trustee must follow after an event of default — including any notice periods — and the power to appoint an administrative receiver or equivalent to take control of the charged assets and run or sell the business.","At any time after an Event of Default has occurred and is continuing, the Trustee may by writing appoint any person as Receiver of all or any part of the Charged Assets. The Receiver shall act as agent of the Issuer and the Issuer shall be solely liable for the Receiver's acts and remuneration.","Appointing a receiver who is not a licensed insolvency practitioner in the relevant jurisdiction. Using an unlicensed receiver invalidates the appointment and can expose the trustee to personal liability.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Debenture holder meetings and resolutions","Establishes the procedure for convening meetings of debenture holders, the quorum requirements, and the voting thresholds needed to pass ordinary resolutions, extraordinary resolutions, and modifications to the deed.","An Extraordinary Resolution requires the approval of Debenture Holders holding not less than [75]% in nominal value of the Debentures outstanding, passed at a meeting of which not less than [21] days' notice has been given to all Debenture Holders.","Setting an extraordinary resolution threshold below 75% of outstanding principal. A lower threshold allows a minority bloc to modify key economic terms — interest rate, maturity date — against the interests of the majority.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Governing law, jurisdiction, and miscellaneous","Specifies the legal system that governs the deed, the courts with exclusive jurisdiction over disputes, and standard boilerplate provisions including entire agreement, severability, and notice mechanics.","This Deed is governed by the laws of [JURISDICTION]. The parties submit to the exclusive jurisdiction of the courts of [JURISDICTION]. Any notice under this Deed shall be in writing and delivered to the address set out in Schedule [X], effective on the date of actual receipt.","Choosing a governing law that differs from the jurisdiction where the charged assets are located. For real property and registered charges, the lex situs — the law of the place where the asset sits — governs the security's validity regardless of what the contract says.",[345,350,355,360,365,370,375,380],{"step":346,"title":347,"description":348,"tip":349},1,"Identify all parties and confirm legal names","Insert the issuing company's full registered name and company number, the trustee's full legal name and registration details, and — where the deed names them — the initial debenture holders. Confirm each entity against the relevant companies registry.","Use the registered company name exactly as it appears in the corporate registry. A mismatched name can invalidate the charge registration.",{"step":351,"title":352,"description":353,"tip":354},2,"Set the principal amount, interest rate, and maturity","Enter the total nominal value of the debenture issuance, the annual interest rate (and compounding basis if interest is not paid on time), each interest payment date, and the final redemption date.","If the interest rate is variable, name the reference rate — SOFR, SONIA, or a bank base rate — and specify the margin and reset frequency explicitly.",{"step":356,"title":357,"description":358,"tip":359},3,"Define the charged assets in Schedule 1","List every specific asset subject to the fixed charge — property addresses, intellectual property registrations, and plant and equipment serial numbers where applicable. The floating charge can reference 'all other assets' by general description.","The more precisely fixed-charge assets are identified, the harder it is for the company to argue a specific asset falls outside the charge in an enforcement scenario.",{"step":361,"title":362,"description":363,"tip":364},4,"Appoint the trustee and set the indemnity","Complete the trustee appointment clause, confirm the trustee has accepted the role in writing, and set the indemnity amount and scope so the trustee is protected for costs incurred in exercising enforcement powers.","Agree the trustee's annual fee and expense reimbursement mechanism before execution — disputes about trustee costs frequently delay enforcement.",{"step":366,"title":367,"description":368,"tip":369},5,"Calibrate the financial covenants with headroom","Set each financial ratio threshold at a level the company can comfortably maintain under a realistic downside scenario — typically 15–25% below current performance. Enter the testing frequency and the reporting deadline for each set of financial statements.","Ask the company's auditors to run a sensitivity analysis before locking in the covenant levels — a 10% revenue decline should not automatically trip the interest coverage covenant.",{"step":371,"title":372,"description":373,"tip":374},6,"Draft the events of default with clear cure periods","List each default trigger with a specific cure period where remediation is possible — typically 5 business days for payment defaults and 20–30 days for covenant breaches. Define any materiality thresholds for cross-default and MAC clauses.","Include a grace period for payment defaults caused by administrative error — even large corporates occasionally miss payment dates due to banking system delays.",{"step":376,"title":377,"description":378,"tip":379},7,"Set voting thresholds for debenture holder meetings","Complete the quorum and majority thresholds for ordinary and extraordinary resolutions. Set the extraordinary resolution threshold at 75% or above, and specify the notice period for each meeting type.","Include a written resolution procedure so routine consents can be obtained without convening a formal meeting — this saves time and cost for non-contentious amendments.",{"step":381,"title":382,"description":383,"tip":384},8,"Register the charge before the statutory deadline","After execution, file the charge at the relevant companies registry — Companies House in the UK within 21 days, or the applicable state UCC filing office in the US. Retain the certificate of registration as evidence of priority.","Diarise the registration deadline at the time of signing. Missing it by even one day renders the charge void against liquidators and other creditors in most jurisdictions.",[386,390,394,398,402,406],{"mistake":387,"why_it_matters":388,"fix":389},"Failing to register the charge within the statutory deadline","An unregistered charge is void against an administrator, liquidator, or any subsequently registered creditor — meaning the debenture holder becomes an unsecured creditor on insolvency, losing priority over all charged assets.","File at the relevant companies registry immediately after execution, diarise the deadline, and retain the registration certificate as proof of the filing date and priority.",{"mistake":391,"why_it_matters":392,"fix":393},"Setting financial covenants with no headroom","A covenant set at the borrower's current performance level is breached the moment trading dips even slightly, triggering a technical default that forces an expensive waiver process or accelerates the debt prematurely.","Set each covenant threshold 15–25% below current performance and model at least one downside scenario before finalising the levels.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting a carve-out for ordinary-course asset disposals","Without it, every routine disposal — replacing equipment, collecting receivables, selling finished inventory — technically requires trustee consent and creates a constant compliance burden that the parties never intended.","Add a permitted disposals carve-out covering assets sold, replaced, or consumed in the ordinary course of business below a defined value threshold.",{"mistake":399,"why_it_matters":400,"fix":401},"Using an undefined material adverse change clause","Courts have consistently refused to enforce MAC clauses that do not specify the financial or operational thresholds that constitute a material adverse change, leaving the default trigger practically unenforceable.","Define MAC with reference to specific, measurable thresholds — for example, a drop in EBITDA exceeding 30% year-on-year or the loss of a customer representing more than 20% of revenue.",{"mistake":403,"why_it_matters":404,"fix":405},"Choosing a governing law different from where the charged assets are located","The validity and priority of a charge over real property or registered assets is governed by the law of the place where the asset is located (lex situs), regardless of the contractual governing law — creating an unenforceable security position.","Align the governing law with the primary jurisdiction of the charged assets, or take separate security documentation governed by the local law of each jurisdiction where significant assets are held.",{"mistake":407,"why_it_matters":408,"fix":409},"Appointing a trustee without a formal acceptance and indemnity","A trustee who has not formally accepted the role has no obligation to act, and one without an adequate indemnity will delay enforcement to avoid personal cost exposure — leaving debenture holders without effective representation at the critical moment.","Include a trustee acceptance clause, a fully executed deed of indemnity, and an agreed fee schedule before the deed is dated and executed.",[411,414,417,420,423,426,429,432,435],{"question":412,"answer":413},"What is a debenture and trust deed?","A debenture is a long-term debt instrument through which a company borrows money from investors and promises to repay principal with interest, secured against company assets. A trust deed appoints an independent trustee to hold that security on behalf of all debenture holders and to enforce their rights collectively if the company defaults. Together, the two documents form the governing framework for most secured corporate debt issuances involving more than one lender.\n",{"question":415,"answer":416},"What is the difference between a fixed charge and a floating charge?","A fixed charge attaches to a specific, identified asset — land, a particular machine, or a registered trademark — that the company cannot sell or encumber without the lender's consent. A floating charge covers a changing pool of assets, such as stock or receivables, that the company can deal with freely in the ordinary course of business. When the company defaults or enters insolvency, the floating charge crystallises into a fixed charge attaching to whatever assets are in that pool at that moment. Fixed charges rank ahead of floating charges in the insolvency waterfall in most jurisdictions.\n",{"question":418,"answer":419},"Why is a trustee needed for a debenture issuance?","When debentures are issued to multiple investors, each holder cannot practically enforce their own security — it would lead to competing claims over the same assets. The trustee acts as a single, authorised representative who holds the security, monitors covenant compliance, calls debenture holder meetings, and takes enforcement action on behalf of the entire group. This structure ensures coordinated, efficient enforcement and prevents any single holder from jumping the queue.\n",{"question":421,"answer":422},"When does a floating charge crystallise?","Crystallisation typically occurs when an event of default is declared, when the company enters administration or liquidation, when the trustee serves a crystallisation notice, or when the company ceases to carry on business. At the moment of crystallisation, the floating charge freezes over the assets in the charged class at that time and the company loses the right to deal with those assets freely. The precise triggers are set out in the events of default clause of the trust deed.\n",{"question":424,"answer":425},"Does a debenture charge need to be registered?","Yes — in virtually every major jurisdiction, a charge created by a company must be registered at the relevant companies registry within a statutory deadline to be effective against third parties. In England and Wales, that deadline is 21 days from creation under the Companies Act 2006. In the US, a UCC financing statement must be filed in the appropriate state. An unregistered charge is void against an administrator, liquidator, and subsequent creditors, reducing the debenture holder to unsecured status on insolvency.\n",{"question":427,"answer":428},"What covenants are typically included in a debenture trust deed?","Financial covenants typically require the company to maintain a minimum interest coverage ratio (often 2:1 or higher), stay within a maximum leverage ratio, and deliver audited accounts within a set period after year end. Operational covenants include a negative pledge against creating competing security, restrictions on asset disposals outside ordinary course, and a prohibition on material changes to the nature of the business. Information covenants require regular financial reporting and prompt notice of any event of default or material litigation.\n",{"question":430,"answer":431},"What happens when an event of default occurs?","On an event of default, the trustee is entitled — and usually obliged by the terms of the deed — to declare the debentures immediately due and payable (acceleration) and to enforce the security. Enforcement options typically include appointing a receiver or administrative receiver over the charged assets, taking possession of fixed-charge assets, or applying to court for an order for sale. The trustee must act in the interests of all debenture holders collectively and follow the procedure set out in the deed.\n",{"question":433,"answer":434},"Can a debenture trust deed be modified after execution?","Yes, but only through the procedure set out in the deed itself — usually requiring the consent of a specified percentage of debenture holders by nominal value, often 75% or more for material amendments to economic terms. Minor administrative amendments may be made by the trustee alone. Any modification should be documented in a formal deed of amendment and, where the charge terms change, may need to be re-registered at the relevant companies registry.\n",{"question":436,"answer":437},"Do I need a lawyer to prepare a debentures and trust deed?","For any issuance involving external investors, a secured charge over significant assets, or multiple debenture holders, legal review is strongly recommended. The charge registration requirements, trustee duties, and covenant structure involve jurisdiction-specific rules where errors can render the security unenforceable. A qualified template provides the structural framework and commercially standard provisions; a lawyer adapts the specific financial covenants, charge schedules, and default triggers to the transaction and jurisdiction.\n",[439,443,447,451,455,459],{"industry":440,"icon_asset_id":441,"specifics":442},"Real estate and property development","industry-real-estate","Fixed charges over specific development sites are the primary security; construction milestones are often incorporated as covenant triggers controlling drawdown of debenture proceeds.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing","industry-manufacturing","Floating charges over raw materials, work-in-progress, and finished goods inventory sit alongside fixed charges over plant, equipment, and factory premises, reflecting a mixed-asset security pool.",{"industry":448,"icon_asset_id":449,"specifics":450},"Technology / SaaS","industry-saas","IP assignment or fixed charge over software code, patents, and domain names is critical security; revenue-based covenants such as monthly recurring revenue floors replace traditional EBITDA tests.",{"industry":452,"icon_asset_id":453,"specifics":454},"Financial services","industry-fintech","Regulated entities face restrictions on granting floating charges over client assets or regulated capital; covenants must be calibrated to avoid breaching regulatory capital requirements.",{"industry":456,"icon_asset_id":457,"specifics":458},"Retail and e-commerce","industry-retail","Floating charges over high-turnover inventory and receivables dominate the security package; covenant tests account for seasonal trading swings to avoid technical defaults at predictable low-cash periods.",{"industry":460,"icon_asset_id":461,"specifics":462},"Healthcare","industry-healthtech","Regulatory licences and CQC or equivalent registrations are key assets that require specific fixed-charge provisions; covenants must accommodate the capital-intensive nature of compliance investment.",[464,467,470,473],{"vs":89,"vs_template_id":465,"summary":466},"loan-agreement-D12688","A loan agreement documents a bilateral debt between one lender and one borrower without necessarily creating a formal trust structure or issuing transferable instruments. A debentures and trust deed is used when debt is issued to multiple investors or when a trustee is needed to hold security collectively. For a straightforward single-lender facility, a loan agreement is simpler and sufficient; for a bond-style issuance or syndicated debt, the trust deed structure is necessary.",{"vs":107,"vs_template_id":468,"summary":469},"convertible-note-agreement-D13278","A convertible note is a short-term debt instrument designed to convert into equity on a future financing event, typically used in early-stage fundraising with minimal security. A debentures and trust deed is a longer-term, fully secured instrument with a fixed repayment schedule, covenants, and a formal trustee structure. Use a convertible note for pre-seed bridge financing; use a debenture trust deed for structured, secured corporate debt.",{"vs":122,"vs_template_id":471,"summary":472},"personal-guarantee-D12683","A personal guarantee is a secondary obligation by an individual (typically a director) to repay the company's debt if the company defaults — it creates no charge over company assets. A debenture trust deed creates a primary security interest over the company's own assets. The two documents are often used together: the debenture secures the lender against the company's assets, while the guarantee provides a personal backstop against the principals.",{"vs":72,"vs_template_id":474,"summary":475},"D{MORTGAGE_DEED_ID}","A mortgage deed creates a security interest over a specific piece of real property only. A debentures and trust deed takes a broader charge — typically fixed and floating — over all or substantially all of the company's assets and undertaking. Where the primary security is a single property, a mortgage deed alone may suffice; where the lender requires a charge over the whole business, the debenture trust deed is the appropriate instrument.",{"use_template":477,"template_plus_review":481,"custom_drafted":485},{"best_for":478,"cost":479,"time":480},"Internal structuring, initial drafts, or private arrangements between known parties at early discussion stage","Free","1–2 hours to complete the template",{"best_for":482,"cost":483,"time":484},"SME debenture issuances with a small group of sophisticated investors and straightforward asset security","$800–$2,500 for a solicitor or corporate counsel review","3–7 days",{"best_for":486,"cost":487,"time":488},"Multi-investor issuances, cross-border security packages, regulated industries, or transactions above $1M","$3,000–$15,000+ depending on complexity and jurisdiction","2–6 weeks",[490,495,500,505],{"code":491,"name":492,"flag_asset_id":493,"note":494},"us","United States","flag-us","In the US, security interests over personal property are governed by UCC Article 9; a financing statement (Form UCC-1) must be filed in the debtor's state of formation to perfect the charge. Security over real property requires a separate deed of trust or mortgage recorded at the county level. The Trust Indenture Act of 1939 applies to public debenture issuances above $10M and imposes mandatory trustee qualification and conflict-of-interest standards. Private placements to accredited investors under Regulation D are exempt from registration but not from the TIA if the threshold is met.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"ca","Canada","flag-ca","Provincial personal property security legislation (PPSA) in each province governs the perfection and priority of security interests over personal property; a PPSA financing statement must be registered in the province where the debtor is located. Quebec follows a distinct civil law regime under the Civil Code, requiring a hypothec registered at the Register of Personal and Movable Real Rights. Federal companies must also comply with the Canada Business Corporations Act provisions on trust deeds and debenture holder protections.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, a charge created by a UK company must be registered at Companies House within 21 days of creation; failure renders the charge void against a liquidator, administrator, or creditor. The Enterprise Act 2002 abolished the administrative receivership route for floating charges created after September 2003, meaning enforcement now typically proceeds via administration. The Financial Collateral Arrangements Regulations 2003 provide an exemption from registration for certain financial collateral arrangements between qualifying parties.",{"code":506,"name":507,"flag_asset_id":508,"note":509},"eu","European Union","flag-eu","Security law in the EU is not harmonised at the supranational level; each member state has its own charge registration regime and priority rules. Germany uses the Grundschuld for land security; France uses the hypothèque and nantissement. The EU Financial Collateral Directive (2002/47/EC) provides a simplified enforcement regime for financial collateral between qualifying institutions. Cross-border security packages in the EU require local law security documentation in each jurisdiction where significant assets are held, and GDPR compliance governs the personal data processed under the trust deed's information covenants.",[511,238,251,512,513,514,235,515,516,517,518,519],"loan-agreement-D417","promissory-note-D434","adhesion-to-the-unanimous-shareholder-agreement-D848","term-sheet-D473","non-disclosure-agreement-nda-D12692","board-resolution-D78","investment-agreement-D12831","letter-of-intent_acquisition-of-business-D5197","corporate-governance-policy-D13943",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":116,"secondary_folder":522,"document_type":523,"industry":524,"business_stage":525,"tags":526,"confidence":532},"loans-and-promissory-notes","agreement","general","all-stages",[527,528,529,530,531],"debentures","debt-financing","trust-deed","secured-lending","corporate-debt",0.92,"\u003Ch2>What is a Debentures and Trust Deed?\u003C/h2>\n\u003Cp>A \u003Cstrong>Debentures and Trust Deed\u003C/strong> is a legally binding instrument through which a company raises secured debt from one or more investors — the debenture holders — and appoints an independent trustee to hold the security and enforce the lenders' rights collectively. The debenture component acknowledges the debt, sets the principal amount, interest rate, and maturity date, and grants the holders a charge over the company's assets. The trust deed component appoints a trustee, defines their powers and duties, establishes the rules for debenture holder meetings, and prescribes the procedure for enforcement on default. Together, they form the complete governing framework for structured corporate debt — one that gives lenders enforceable, prioritised claims over company assets without each holder having to manage their own security position.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed and registered debentures and trust deed, a lender's security position exists only on paper. An unregistered charge is void against a liquidator or administrator, reducing the lender to the status of an unsecured creditor and placing them at the back of the queue behind preferential creditors and insolvency practitioners' fees. The trust deed structure also protects against coordination failure among multiple debenture holders — without a trustee, each holder acts independently, creating competing enforcement actions over the same assets at the worst possible moment. Borrowers benefit too: a clearly drafted covenant package with realistic headroom avoids the cost and disruption of technical default waivers. This template provides the standard commercial framework that corporate lawyers use as their starting point for most secured debt transactions, giving you a professionally structured draft you can adapt to your specific transaction with appropriate legal review.\u003C/p>\n",1780924334004]