[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-shareholder-loan-agreement-D13239":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":185,"customdescription":6,"mdFm":186,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"SHAREHOLDER LOAN AGREEMENT This Shareholder Loan Agreement (the \"Agreement\") is effective as of [DATE], BETWEEN: [SHAREHOLDER NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Borrower\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Shareholder desires to loan funds to the Borrower for the Borrower's operations; WHEREAS, the Parties wish to memorialize the terms and conditions governing the Loan; WHEREAS, for the purposes of this Agreement, the Shareholder is willing (i) to be deemed to have accepted the Borrower's assertion that no Existing Default has occurred, (ii) to be deemed to have withdrawn the Default Notice, retroactively, as of [SPECIFY DATE], and (iii) to accept the Borrower's proposal so to restructure the Loan and other Secured Obligations, all on the terms and conditions provided herein; WHEREAS, both the Parties affirm to understand all of the provisions contained in this Agreement, and in case either Party requires clarification as to one or more of the provisions contained herein, either Party has requested clarification or otherwise sought guidance. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: LOAN AND INTEREST RATE The Shareholder shall loan a total of [SPECIFY THE AMOUNT] to the Borrower to finance the operations of the Borrower's business (the \"Loan\"). The Loan shall bear interest at the rate of [SPECIFY RATE] % per annum, compounded annually. The Parties shall calculate the interest based on a full year (365 days) consisting of twelve months. Interest will accrue until repayment of the Loan. The amount owed to the Shareholder shall be calculated as the Loan plus accrued interest thereon (the \"Loan Amount\"). If the Borrower fails to pay any sum payable under this Agreement when due, the Borrower shall from time to time on demand pay interest on such sum from and including the due date to the date of actual payment (after as well as before judgment) at a per annum interest rate equal to [SPECIFY RATE] % above the interest rate. REPAYMENT The Loan Amount shall be due and payable on [SPECIFY DATE] (the \"Maturity Date\"), provided that the Borrower has enough cash flow to repay the Loan Amount without adversely affecting its then-current business activities. In the event the repayment of the Loan would adversely affect the then-current business activities of the Borrower, the Maturity Date shall be postponed until the Borrower has enough cash flow to repay the Loan Amount without adversely affecting its then-current business activities. At any time, the Borrower, with one week's prior written notice, may repay the entire Loan Amount to the Shareholder without penalty. OBLIGATIONS OF THE BORROWER The Borrower hereby agrees neither to invest in any new business in any other country, nor shall it pay dividends to any other shareholders of the Company unless and until the entire Loan Amount, along with the interest, has been repaid by it to the Shareholder. DEFAULT If any of the following events of default occur, this Agreement and any other obligations of the Borrower to the Shareholder shall become due immediately, without demand or notice. Failure of the Borrower to pay the principal and any accrued interest when due. The filing of bankruptcy proceedings involving the Borrower as a debtor. The application for the appointment of a receiver for the Borrower. The making of a general assignment for the benefit of the Borrower's creditors. The insolvency of the Borrower. A misrepresentation by the Borrower to the Shareholder for the purpose of obtaining or extending credit.",null,"Shareholder Loan Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/shareholder-loan-agreement-D13239.png","https://templates.business-in-a-box.com/imgs/250px/13239.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13239.xml",{"title":15,"description":6},"shareholder loan agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Shareholder Loan Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13239.png","https://templates.business-in-a-box.com/imgs/600px/13239.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Loans & Promissory Notes","/templates/loans-and-promissory-notes/",[35,39,43,47,51,55,59,63,67,71,75,80,84,105,120,135,151,167],{"label":36,"url":37,"thumb":38,"extension":10},"Shareholder Nominee Agreement","/template/shareholder-nominee-agreement-D14055","https://templates.business-in-a-box.com/imgs/250px/14055.png",{"label":40,"url":41,"thumb":42,"extension":10},"Adhesion to the Unanimous Shareholder Agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848","https://templates.business-in-a-box.com/imgs/250px/848.png",{"label":44,"url":45,"thumb":46,"extension":10},"Loan Agreement","/template/loan-agreement-D417","https://templates.business-in-a-box.com/imgs/250px/417.png",{"label":48,"url":49,"thumb":50,"extension":10},"Subordinated Loan Agreement","/template/subordinated-loan-agreement-D12877","https://templates.business-in-a-box.com/imgs/250px/12877.png",{"label":52,"url":53,"thumb":54,"extension":10},"Loan Agreement Stockholder to Corporation","/template/loan-agreement-stockholder-to-corporation-D418","https://templates.business-in-a-box.com/imgs/250px/418.png",{"label":56,"url":57,"thumb":58,"extension":10},"Equipment Loan Agreement","/template/equipment-loan-agreement-D12843","https://templates.business-in-a-box.com/imgs/250px/12843.png",{"label":60,"url":61,"thumb":62,"extension":10},"Loan Policy","/template/loan-policy-D13274","https://templates.business-in-a-box.com/imgs/250px/13274.png",{"label":64,"url":65,"thumb":66,"extension":10},"Agreement of Purchase and Sale of Shares by Shareholder","/template/agreement-of-purchase-and-sale-of-shares-by-shareholder-D321","https://templates.business-in-a-box.com/imgs/250px/321.png",{"label":68,"url":69,"thumb":70,"extension":10},"Declaration of the Sole Shareholder","/template/declaration-of-the-sole-shareholder-D92","https://templates.business-in-a-box.com/imgs/250px/92.png",{"label":72,"url":73,"thumb":74,"extension":10},"Deed of Pledge Loan","/template/deed-of-pledge-loan-D983","https://templates.business-in-a-box.com/imgs/250px/983.png",{"label":76,"url":77,"thumb":78,"extension":79},"Loan Calculator","/template/loan-calculator-D421","https://templates.business-in-a-box.com/imgs/250px/421.png","xls",{"label":81,"url":82,"thumb":83,"extension":10},"Shareholders Agreement","/template/shareholders-agreement-D1016","https://templates.business-in-a-box.com/imgs/250px/1016.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":103,"url":104},"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},[94,97,100],{"label":95,"url":96},"Finance & Accounting","finance-accounting",{"label":98,"url":99},"Business Loans","business-loan",{"label":101,"url":102},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":9,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":114,"keywords":113,"url":119},"SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION], corporation [the \"COMPANY\"]. AND: The undersigned a [INSERT STATE OF INCORPORATION], corporation [the \"INVESTOR\"]. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":113,"description":6},"subscription agreement",[115,116],{"label":95,"url":96},{"label":117,"url":118},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":121,"descriptionCustom":6,"label":122,"pages":87,"size":9,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":127,"url":134},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), 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: [RECEIVING PARTY NAME] (the \"Receiving Party\"), 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] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":127,"description":6},"non disclosure agreement nda",[129,131],{"label":18,"url":130},"business-legal-agreements",{"label":132,"url":133},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":9,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":143,"url":150},"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","2","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":143,"description":6},"personal guarantee",[145,146,147],{"label":95,"url":96},{"label":98,"url":99},{"label":148,"url":149},"Guaranties & Collateral","guaranties-collateral","/template/personal-guarantee-D405",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":9,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":165,"url":166},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: demand for extension of payment date Dear [Contact name], This will acknowledge our telephone conversation of this date. As was stated in our letter dated [Date], we should be receiving our financing by [Date].","Demand for Extension of Payment Date","1","https://templates.business-in-a-box.com/imgs/1000px/demand-for-extension-of-payment-date-D444.png","https://templates.business-in-a-box.com/imgs/250px/444.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#444.xml",{"title":159,"description":6},"demand for extension of payment date",[161,162],{"label":95,"url":96},{"label":163,"url":164},"Administration","business-administration","demand for extension payment date","/template/demand-for-extension-of-payment-date-D444",{"description":168,"descriptionCustom":6,"label":169,"pages":154,"size":9,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":175,"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":174,"description":6},"certificate of corporate resolution",[176,179,182],{"label":177,"url":178},"Business Plan Kit","business-plan-kit",{"label":180,"url":181},"Board of Directors","board-of-directors",{"label":18,"url":130},"certificate corporate resolution","/template/certificate-of-corporate-resolution-D3",false,{"seo":187,"reviewer":199,"legal_disclaimer":203,"quick_facts":204,"at_a_glance":206,"personas":210,"variants":235,"glossary":263,"clauses":300,"how_to_fill":351,"common_mistakes":387,"faqs":412,"industries":440,"comparisons":457,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":514,"classification":515},{"meta_title":188,"meta_description":189,"primary_keyword":190,"secondary_keywords":191},"Shareholder Loan Agreement Template (Free Word)","Free shareholder loan agreement template covering principal, interest, repayment, subordination, and tax compliance. Used in 190+ countries. Free Word and PDF download.","shareholder loan agreement template",[15,192,193,194,195,196,197,198],"shareholder loan agreement template word","intercompany loan agreement template","owner loan agreement template","related party loan agreement","shareholder loan template free","director loan agreement template","arm's length loan agreement",{"name":200,"credential":201,"reviewed_date":202},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":205,"legal_review_recommended":203,"signature_required":203,"notarization_required":185},"advanced",{"what_it_is":207,"when_you_need_it":208,"whats_inside":209},"A Shareholder Loan Agreement is a legally binding contract that documents a loan made between a company and one of its shareholders — in either direction. This free Word download lets you record the principal amount, interest rate, repayment schedule, subordination provisions, and tax treatment, then export as PDF and execute before any funds change hands.\n","Use it any time a shareholder lends money to the company, or the company advances funds to a shareholder, and you need a written record that substantiates the arm's-length nature of the transaction for tax authorities, auditors, and other lenders.\n","Parties and loan direction, principal amount and disbursement date, interest rate and accrual method, repayment schedule and prepayment rights, subordination to senior debt, events of default, representations and warranties, and governing law.\n",[211,215,219,223,227,231],{"title":212,"use_case":213,"icon_asset_id":214},"Owner-operators","Documenting personal funds advanced to their own company as a loan rather than equity","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders","Recording a founder bridge loan ahead of a formal funding round","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate controllers","Formalizing intercompany advances between a parent and subsidiary shareholder","persona-cfo",{"title":224,"use_case":225,"icon_asset_id":226},"Tax advisors and accountants","Providing clients with documentation that supports deductibility of interest and avoids deemed-dividend exposure","persona-accountant",{"title":228,"use_case":229,"icon_asset_id":230},"Private equity sponsors","Structuring shareholder debt as part of a leveraged buyout capital stack","persona-investor",{"title":232,"use_case":233,"icon_asset_id":234},"Corporate lawyers","Ensuring loan terms satisfy arm's-length and thin-capitalization rules for cross-border transactions","persona-lawyer",[236,240,244,247,251,255,259],{"situation":237,"recommended_template":238,"slug":239},"Shareholder lending personal funds to their company for working capital","Shareholder Loan Agreement (Shareholder to Company)","shareholder-loan-agreement-D13239",{"situation":241,"recommended_template":242,"slug":243},"Company advancing funds to a shareholder, director, or officer","Director Loan Agreement","loan-agreement-D417",{"situation":245,"recommended_template":246,"slug":243},"Third-party lender providing a term loan to the company","Business Loan Agreement",{"situation":248,"recommended_template":249,"slug":250},"Related-party loan between a parent company and subsidiary","Intercompany Loan Agreement","inter-company-services-agreement-D886",{"situation":252,"recommended_template":253,"slug":254},"Short-term cash advance with no fixed repayment schedule","Demand Loan Agreement","demand-to-pay-promissory-note-D207",{"situation":256,"recommended_template":257,"slug":258},"Convertible shareholder loan that may convert to equity at a future round","Convertible Note Agreement","convertible-note-agreement-D870",{"situation":260,"recommended_template":261,"slug":262},"Loan secured against company assets with a registered charge","Secured Loan Agreement","secured-lumpsum-promissory-note-agreement-D13041",[264,267,270,273,276,279,282,285,288,291,294,297],{"term":265,"definition":266},"Arm's Length","A standard requiring that the terms of a related-party transaction mirror what unrelated parties would agree to in an open market — the benchmark used by tax authorities to assess whether interest rates and repayment terms are commercially reasonable.",{"term":268,"definition":269},"Thin Capitalization","A tax rule that limits the amount of debt a company can owe to related parties before interest deductions are disallowed — typically expressed as a debt-to-equity ratio.",{"term":271,"definition":272},"Subordination","A contractual provision placing the shareholder's loan repayment rights behind those of senior creditors, so banks and other lenders are repaid first in a liquidation or default event.",{"term":274,"definition":275},"Deemed Dividend","A tax authority's reclassification of a shareholder loan — or unpaid interest on one — as a dividend distribution, triggering dividend withholding tax rather than interest treatment.",{"term":277,"definition":278},"Imputed Interest","Interest calculated by a tax authority at the applicable federal or statutory rate when a loan carries no interest or a below-market rate, regardless of what the parties agreed.",{"term":280,"definition":281},"Accrued Interest","Interest that has been earned and recorded as a liability but not yet paid in cash, calculated on the outstanding principal from the last payment date.",{"term":283,"definition":284},"Demand Loan","A loan with no fixed maturity date that becomes repayable in full whenever the lender formally demands repayment, typically on short notice.",{"term":286,"definition":287},"Transfer Pricing","The rules governing the prices charged between related entities in cross-border transactions — including interest on intercompany loans — to prevent profit shifting between tax jurisdictions.",{"term":289,"definition":290},"Prepayment","Repayment of principal before the contractually scheduled due date, which may trigger a prepayment premium or require lender consent depending on the agreement's terms.",{"term":292,"definition":293},"Event of Default","A specified condition — such as missed payment, insolvency, or breach of a covenant — that entitles the lender to accelerate the full outstanding balance and demand immediate repayment.",{"term":295,"definition":296},"Applicable Federal Rate (AFR)","The minimum interest rate published monthly by the IRS that must be charged on most private and related-party loans in the United States to avoid imputed interest rules.",{"term":298,"definition":299},"Standstill Agreement","An ancillary agreement in which the shareholder-lender agrees not to demand repayment or enforce remedies for a defined period, typically required by a senior lender as a condition of financing.",[301,306,311,316,321,326,331,336,341,346],{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Parties, loan direction, and recitals","Identifies the lender and borrower by legal name, states whether the loan flows from shareholder to company or company to shareholder, and records the shareholder's ownership percentage at the time of the agreement.","This Shareholder Loan Agreement is entered into as of [DATE] between [SHAREHOLDER FULL NAME / ENTITY NAME] ('Lender'), a shareholder holding [X]% of the issued share capital of [COMPANY LEGAL NAME] ('Borrower'), a [STATE / PROVINCE] [ENTITY TYPE].","Using a shareholder's informal name or trade name instead of their registered legal name — creating an enforceability gap if the loan is later disputed or the company is wound up.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Principal amount and disbursement","States the exact amount being lent, the currency, and the date or conditions on which funds will be transferred — confirming the loan has actually been made and is not merely a commitment.","Lender agrees to advance to Borrower the principal sum of $[AMOUNT] ([CURRENCY]) ('Principal') on or before [DATE / upon execution of this Agreement], by [wire transfer / cheque / internal bookkeeping entry] to [ACCOUNT DETAILS].","Dating the agreement before funds have actually transferred, then never recording the actual disbursement date — leaving the loan's existence unsubstantiated for tax or audit purposes.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Interest rate and accrual","Sets the annual interest rate — fixed or variable — the method of calculation (simple or compound), and the accrual start date. The rate must meet or exceed the applicable arm's-length minimum to avoid imputed interest.","The outstanding Principal shall bear interest at [X]% per annum ([compounded annually / simple interest]), calculated on the basis of a 365-day year, accruing from the Disbursement Date until repaid in full. The rate reflects the parties' determination of an arm's-length rate as of the date hereof.","Setting a 0% or nominal interest rate without checking the jurisdiction's minimum prescribed rate — tax authorities in the US, Canada, and the UK will impute interest income at the statutory rate regardless of what the agreement says.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Repayment schedule and maturity","Defines whether repayment is in fixed instalments, a lump sum at maturity, or on demand, and states the final repayment date. Demand loans carry higher tax-compliance risk in some jurisdictions.","Borrower shall repay the Principal, together with all accrued and unpaid interest, in [monthly / quarterly] instalments of $[AMOUNT] commencing [DATE], with the outstanding balance due in full on [MATURITY DATE] ('Maturity Date').","Choosing a demand structure because it seems simpler, without recognizing that demand loans are treated as short-term debt under thin-capitalization rules and may accelerate deemed-dividend exposure in Canada.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Prepayment rights","States whether the borrower may repay all or part of the loan early without penalty, and whether the lender may demand early repayment in specified circumstances.","Borrower may prepay the Principal, in whole or in part, at any time without premium or penalty, provided that any partial prepayment is applied first to accrued interest and then to Principal. Lender may not demand early repayment except upon an Event of Default.","Omitting a prepayment clause entirely — leaving it ambiguous whether the borrower must pay a break fee or whether the lender can recall the loan without cause, creating disputes when the company's cash position improves.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Subordination to senior debt","Confirms that the shareholder's right to repayment ranks behind all senior secured and unsecured creditors, and that the shareholder will execute any subordination or standstill agreement required by a senior lender.","Lender agrees that its right to receive repayment of the Principal and interest hereunder is and shall remain subordinate and junior in right of payment to all Senior Indebtedness of the Borrower. Lender shall, upon request, execute any subordination agreement reasonably required by a Senior Lender.","Failing to include a subordination clause, causing a bank or institutional lender to refuse to advance funds because the shareholder loan sits at the same priority level as the senior facility.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Representations, warranties, and covenants","Each party confirms it has authority to enter the agreement, that the loan does not breach any other agreement, and that the company will maintain its corporate existence and not take actions that impair repayment while the loan is outstanding.","Each party represents that it has full authority to execute this Agreement and that doing so does not violate any applicable law or existing agreement. Borrower covenants that it will not declare any dividend or make any distribution to shareholders while any Principal or interest remains outstanding without Lender's prior written consent.","No covenant restricting dividends while the loan is outstanding — allowing the company to distribute cash to other shareholders while the lender-shareholder's principal sits unpaid.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Events of default and remedies","Lists specific triggers — missed payment, insolvency filing, breach of covenant, change of control — that allow the lender to accelerate the full balance and pursue remedies.","Each of the following constitutes an Event of Default: (a) failure to pay any amount within [X] days of the due date; (b) the Borrower making an assignment for the benefit of creditors or filing for bankruptcy protection; (c) material breach of any covenant not cured within [30] days of written notice.","A change-of-control provision that automatically triggers default on an acquisition — inadvertently blocking an otherwise clean M&A transaction and requiring a waiver under time pressure.",{"name":342,"plain_english":343,"sample_language":344,"common_mistake":345},"Tax treatment and withholding","Addresses how interest payments are characterized for tax purposes, whether withholding tax applies on cross-border payments, and which party bears the cost of any withholding.","Interest payments hereunder are intended to be treated as deductible interest expense of the Borrower and taxable interest income of the Lender under applicable law. If any withholding tax is required by law on any interest payment, Borrower shall gross up such payment so that Lender receives the full net amount specified herein.","No gross-up clause on cross-border loans — meaning the lender-shareholder receives less than the agreed interest after withholding, effectively lowering their return below the arm's-length rate.",{"name":347,"plain_english":348,"sample_language":349,"common_mistake":350},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes will be resolved — litigation, arbitration, or mediation — and the venue.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by [binding arbitration / litigation] in [CITY, JURISDICTION], and each party irrevocably submits to the exclusive jurisdiction of the courts therein.","Choosing a governing law that differs from where the company is incorporated and where the shareholder resides, creating a situation where no single court has convenient jurisdiction and enforcement becomes expensive.",[352,357,362,367,372,377,382],{"step":353,"title":354,"description":355,"tip":356},1,"Identify the parties and confirm the loan direction","Enter the full legal name of the lender and borrower, the shareholder's ownership percentage, and whether the loan flows from shareholder to company or vice versa. Both the company's corporate registration name and the shareholder's legal name must be used — not trade names or nicknames.","Pull the company's exact registered name from its certificate of incorporation or articles — a mismatch with your cap table creates an enforceability gap.",{"step":358,"title":359,"description":360,"tip":361},2,"Set the principal amount and disbursement mechanics","Enter the exact dollar amount in the agreed currency and specify how and when funds will transfer — wire, cheque, or internal bookkeeping entry. Record the actual transfer date in the agreement or in a separate disbursement confirmation signed by both parties.","If the loan is being booked as an accounting entry rather than a cash transfer, attach a ledger confirmation as Schedule A to substantiate the disbursement.",{"step":363,"title":364,"description":365,"tip":366},3,"Set an arm's-length interest rate","Research the applicable minimum rate for your jurisdiction: the IRS Applicable Federal Rate (US), the CRA prescribed rate (Canada), or the HMRC official rate (UK). Set the agreement's rate at or above that floor. Document the source and date of the rate used.","For cross-border shareholder loans, check both the payer's and recipient's jurisdiction — the higher of the two floors typically governs to avoid imputed income in either country.",{"step":368,"title":369,"description":370,"tip":371},4,"Define the repayment schedule and maturity date","Choose between a fixed instalment schedule, a bullet payment at maturity, or demand repayment. For most owner-managed businesses, a fixed-term loan with quarterly or annual instalments is the most defensible structure from a tax perspective.","Avoid open-ended demand structures if the company is Canadian — Canada Revenue Agency subjects demand loans to specific deemed-benefit rules that can accelerate shareholder benefit income.",{"step":373,"title":374,"description":375,"tip":376},5,"Add subordination language if senior debt exists or is anticipated","If the company has a bank line of credit, term loan, or is likely to seek one, include the subordination clause and confirm the shareholder-lender will sign any intercreditor or standstill agreement the senior lender requires.","Send a draft of this clause to the company's bank before executing — most lenders have a preferred form of subordination agreement they will require anyway.",{"step":378,"title":379,"description":380,"tip":381},6,"Complete the tax and withholding section","Confirm the intended tax character of the interest payments (deductible to the borrower, taxable to the lender) and add a gross-up clause if the lender is resident in a different jurisdiction where withholding tax may apply.","For loans between a Canadian company and a non-resident shareholder, the current withholding rate under Part XIII is 25%, reduced by treaty — specify the treaty rate directly in the agreement.",{"step":383,"title":384,"description":385,"tip":386},7,"Execute before funds transfer","Both parties must sign the agreement before or on the same date the funds are disbursed. Post-disbursement execution weakens the document's ability to establish arm's-length terms and may affect interest deductibility.","Use a digital signature tool that timestamps execution — the timestamp is documentary evidence for tax filings and audits that the agreement existed before the money moved.",[388,392,396,400,404,408],{"mistake":389,"why_it_matters":390,"fix":391},"Setting a zero or below-market interest rate","Tax authorities in the US, Canada, the UK, and the EU will impute interest at the statutory minimum rate, creating phantom income for the lender and potentially reclassifying the loan as a deemed dividend for the borrower — triggering withholding tax on top of the imputed interest.","Check the applicable prescribed or federal rate for the quarter in which the loan is made and set the agreement rate at or above that floor. Document the rate source in the agreement recitals.",{"mistake":393,"why_it_matters":394,"fix":395},"Executing the agreement after funds have already been transferred","A backdated or post-disbursement agreement raises a red flag in any tax audit or insolvency proceeding, suggesting the transaction was structured retroactively to achieve a tax outcome rather than reflecting a genuine arm's-length arrangement.","Execute the signed agreement before or on the same calendar day as the disbursement, and retain bank records or journal entries showing the transfer date matches the agreement date.",{"mistake":397,"why_it_matters":398,"fix":399},"Omitting a subordination clause when senior debt exists","Without explicit subordination, the shareholder loan sits at the same priority level as the company's bank facility. Most institutional lenders will require the loan be repaid or subordinated as a condition of their own financing — creating a blocking problem at closing.","Include the subordination clause and confirm in writing with the senior lender that the form of the clause satisfies their intercreditor requirements before executing the shareholder agreement.",{"mistake":401,"why_it_matters":402,"fix":403},"No repayment schedule or maturity date","An open-ended loan with no repayment terms can be recharacterized by tax authorities as equity, especially when it has been outstanding for several years with no principal reduction — eliminating the interest deduction and potentially triggering deemed-dividend treatment.","Set a fixed maturity date no more than five years out and include at least annual principal or interest payment obligations. If a longer term is needed, document the commercial rationale in the recitals.",{"mistake":405,"why_it_matters":406,"fix":407},"No dividend restriction covenant while the loan is outstanding","Without a covenant restricting distributions, the company can pay dividends to other shareholders while the lender-shareholder's principal remains unpaid, subordinating their economic interest despite their legal status as a creditor.","Add a covenant requiring the lender's prior written consent before the company declares or pays any dividend or shareholder distribution while principal or accrued interest remains outstanding.",{"mistake":409,"why_it_matters":410,"fix":411},"Ignoring cross-border withholding tax on interest payments","Interest paid from a company in one country to a shareholder in another typically attracts withholding tax at 15–25% of the gross payment. Failing to gross up the payment leaves the lender-shareholder short of the agreed return.","Identify whether a tax treaty reduces the withholding rate and insert a gross-up clause requiring the borrower to increase each payment so the lender receives the full net amount after withholding.",[413,416,419,422,425,428,431,434,437],{"question":414,"answer":415},"What is a shareholder loan agreement?","A shareholder loan agreement is a written contract that documents a loan between a company and one of its shareholders — either the shareholder lending money to the company or the company advancing funds to the shareholder. It records the principal, interest rate, repayment terms, and subordination provisions, and provides the documentary evidence that tax authorities and auditors require to treat the transaction as genuine debt rather than disguised equity or a taxable distribution.\n",{"question":417,"answer":418},"Does a shareholder loan need to be in writing?","No statute in most jurisdictions compels a written shareholder loan agreement, but operating without one creates serious practical and tax risk. Tax authorities in the US, Canada, the UK, and the EU routinely reclassify undocumented shareholder advances as deemed dividends or capital contributions, triggering tax at distribution rates instead of interest rates. A written agreement with arm's-length terms is the primary defense against that reclassification.\n",{"question":420,"answer":421},"What interest rate should a shareholder loan carry?","The rate must be at least equal to the applicable arm's-length minimum in the relevant jurisdiction — the IRS Applicable Federal Rate in the US, the CRA prescribed rate in Canada (updated quarterly), or HMRC's official rate in the UK. Setting a rate below the statutory floor causes the tax authority to impute interest income to the lender at the statutory rate regardless of what the agreement says. For cross-border loans, check both the borrower's and lender's jurisdictions and use the higher floor.\n",{"question":423,"answer":424},"Can a shareholder loan be interest-free?","Legally, parties may agree to a zero-interest loan, but tax authorities will not respect that arrangement. In the US, the IRS imputes interest at the Applicable Federal Rate on loans above the de minimis threshold. In Canada, CRA imputes a shareholder benefit equal to the prescribed rate on any below-market or interest-free loan to a shareholder. In the UK, HMRC treats the notional interest as a benefit in kind. In all cases, a rate at or above the statutory minimum is the only way to avoid imputed income or benefit charges.\n",{"question":426,"answer":427},"What is thin capitalization and does it affect my shareholder loan?","Thin capitalization rules restrict the amount of related-party debt a company can carry before interest deductions are denied. In Canada, the 1.5:1 debt-to-equity ratio under the Income Tax Act applies to non-resident shareholders. The OECD's BEPS framework has led many EU member states and the UK to adopt similar fixed-ratio rules. If the shareholder loan pushes the company past the applicable debt-to-equity ceiling, a portion of the interest expense will be non-deductible, increasing the company's taxable income.\n",{"question":429,"answer":430},"What is the difference between a shareholder loan and share capital?","Share capital is permanent equity — the shareholder receives an ownership interest and is repaid only on liquidation or a buyback. A shareholder loan is debt — the shareholder is a creditor with a contractual right to repayment of principal and interest on agreed terms, regardless of the company's profitability. The distinction matters for tax (interest is generally deductible; dividends are not), for priority in insolvency (creditors rank above equity), and for financial reporting.\n",{"question":432,"answer":433},"Does the shareholder loan need to be subordinated to the company's bank debt?","Most institutional lenders require subordination as a condition of providing financing to the company. Without a subordination clause, the shareholder loan sits at the same creditor priority as the bank facility, which institutional lenders treat as a structural risk. Including a subordination clause in the shareholder loan agreement — and agreeing to execute any intercreditor or standstill agreement the bank requires — removes this obstacle and is standard practice for any company with outside financing.\n",{"question":435,"answer":436},"What happens if a shareholder loan is not repaid?","The consequences depend on the loan's direction. If the company has not repaid the shareholder, the shareholder-lender can enforce the agreement as a creditor, including commencing proceedings. However, in insolvency, shareholder loans are typically subordinated to all other creditors and recover little. If the company has lent money to a shareholder and it is not repaid, tax authorities may treat the outstanding amount as a taxable dividend in the year the loan was made, or in a subsequent year if it remains unrepaid past a statutory grace period.\n",{"question":438,"answer":439},"Do I need a lawyer to draft a shareholder loan agreement?","For a straightforward domestic loan with a clear interest rate and repayment schedule, a professionally drafted template is often sufficient for small and medium-sized businesses. Engage a lawyer when the loan is cross-border, when transfer pricing or thin-capitalization rules are relevant, when the loan forms part of a leveraged buyout capital stack, or when a senior lender requires a specific form of subordination agreement. A 1–2 hour legal review typically costs $400–$800 and is worthwhile for any loan above $100,000.\n",[441,445,449,453],{"industry":442,"icon_asset_id":443,"specifics":444},"Technology / SaaS","industry-saas","Founder bridge loans between funding rounds are common; the agreement must support arm's-length terms to avoid equity reclassification at the Series A diligence stage.",{"industry":446,"icon_asset_id":447,"specifics":448},"Real estate","industry-real-estate","Shareholder loans fund equity contributions to property-holding entities; subordination to mortgage lenders and interest deductibility against rental income are the primary structuring concerns.",{"industry":450,"icon_asset_id":451,"specifics":452},"Manufacturing","industry-manufacturing","Owner-operators frequently inject working capital via shareholder loans; thin-capitalization ratios are critical when the company also carries significant bank debt for equipment financing.",{"industry":454,"icon_asset_id":455,"specifics":456},"Professional services","industry-professional-services","Partners in incorporated practices use shareholder loans to manage the timing of income extraction; the prescribed interest rate and annual repayment obligation must be documented to avoid deemed-benefit assessments.",[458,461,464,467],{"vs":246,"vs_template_id":459,"summary":460},"business-loan-agreement-D13630","A business loan agreement governs financing from a third-party lender — typically a bank or institutional creditor — at fully negotiated commercial terms with security and covenant packages. A shareholder loan agreement governs related-party financing, which requires explicit arm's-length pricing, thin-capitalization analysis, and subordination provisions that a standard business loan agreement does not address. Use a shareholder loan agreement whenever the lender is an owner or related entity.",{"vs":86,"vs_template_id":462,"summary":463},"promissory-note-D369","A promissory note is a simple, one-sided instrument in which the borrower unconditionally promises to repay a sum. It lacks mutual representations, covenants, subordination language, and tax provisions. A shareholder loan agreement provides a more complete bilateral framework that satisfies the documentation requirements tax authorities expect for related-party transactions. Use a promissory note only for small, short-term advances where full agreement mechanics are disproportionate.",{"vs":257,"vs_template_id":465,"summary":466},"","A convertible note starts as debt but includes a conversion feature allowing the lender to receive equity — typically at a discount — at a future financing event. A shareholder loan agreement is pure debt with no conversion right and is intended to be repaid in cash. Use a convertible note when the shareholder-lender wants the option to convert to equity at the next round; use a shareholder loan agreement when the parties intend straightforward repayment.",{"vs":107,"vs_template_id":468,"summary":469},"subscription-agreement-D13623","A subscription agreement documents a shareholder's purchase of new equity in the company — a permanent capital contribution with no repayment obligation. A shareholder loan agreement documents debt that must be repaid with interest. The choice between them has significant tax and insolvency consequences: debt carries a deductible interest expense and creditor status; equity does not. When a shareholder is unsure which structure to use, tax advice before execution is essential.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Domestic shareholder loans in a single jurisdiction where both parties are residents and the amount is below $100,000","Free","30–45 minutes",{"best_for":476,"cost":477,"time":478},"Loans above $100,000, companies with existing senior debt, or any situation where interest deductibility is material to the company's tax position","$400–$800","2–4 days",{"best_for":480,"cost":481,"time":482},"Cross-border shareholder loans, leveraged buyout structures, loans subject to transfer pricing rules, or where a senior lender requires a bespoke subordination agreement","$2,000–$6,000+","1–3 weeks",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","The IRS publishes the Applicable Federal Rate (AFR) monthly — short-term (up to 3 years), mid-term (3–9 years), and long-term (over 9 years). Loans must charge at least the relevant AFR to avoid imputed interest under IRC §7872. Shareholder loans to C-corporations are generally respected as debt if properly documented; thin-capitalization is not a statutory rule at the federal level but courts apply an economic-substance test. State-level usury limits set a ceiling on the interest rate.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","CRA's prescribed interest rate (updated quarterly) is the floor for shareholder loans to avoid deemed-benefit income under ITA §15(2) and §80.4. Loans to a shareholder that are not repaid within one year after the company's fiscal year-end are included in the shareholder's income as a taxable benefit. Non-resident shareholder lenders are subject to 25% Part XIII withholding on interest (reduced by treaty). The 1.5:1 thin-capitalization ratio in ITA §18(4) applies to non-resident shareholders.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","Loans from a close company to a participator (broadly, a shareholder with a material interest) trigger a 33.75% Section 455 tax charge on the outstanding loan balance at the company's year-end, repayable to HMRC only when the loan is repaid or written off. HMRC's official rate sets the minimum for benefit-in-kind purposes. Transfer pricing rules under TIOPA 2010 apply to related-party loans above the SME exemption thresholds, requiring arm's-length interest rates.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","The EU Anti-Tax Avoidance Directive (ATAD) requires member states to implement an earnings-stripping rule that limits net interest deductions to 30% of EBITDA, directly affecting heavily leveraged shareholder loan structures. Transfer pricing documentation requirements under OECD BEPS Action 4 apply to cross-border related-party loans. Withholding tax rates on interest vary by member state and are reduced (sometimes to zero) under the EU Interest and Royalties Directive for qualifying intra-EU payments. France and Germany require specific documentation for loans exceeding defined thresholds.",[243,505,506,507,508,509,510,511,262,258,512,513],"promissory-note-D434","subscription-agreement-D12537","shareholders-agreement-D1016","non-disclosure-agreement-nda-D12692","personal-guarantee-D405","demand-for-extension-of-payment-date-D444","certificate-of-corporate-resolution-D3","independent-contractor-agreement-D160","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":203,"emit_defined_term":203},{"primary_folder":130,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":525},"loans-and-promissory-notes","agreement","general","all-stages",[521,522,523,524],"legal","shareholder-loan","loan-agreement","financing",0.95,"\u003Ch2>What is a Shareholder Loan Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Shareholder Loan Agreement\u003C/strong> is a legally binding contract that documents a loan between a company and one of its shareholders — covering both directions: a shareholder lending funds to the company, or the company advancing money to a shareholder. It records the principal amount, interest rate, repayment schedule, subordination provisions, and tax treatment of each payment in a single signed document. Unlike an informal advance or a bookkeeping entry, a properly executed shareholder loan agreement provides the contemporaneous evidence that tax authorities in the US, Canada, the UK, and the EU require to treat the transaction as genuine arm's-length debt rather than disguised equity, a taxable benefit, or a deemed dividend.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written shareholder loan agreement, every advance between an owner and their company carries compounding risk on three fronts simultaneously. Tax authorities can reclassify undocumented loans as taxable distributions, creating a dividend tax charge — or, in Canada, shareholder benefit income — on top of any corporate-level interest deduction that was already claimed. Institutional lenders routinely block or delay financing because an undocumented shareholder loan sits at the same creditor priority as their own facility, which they are unwilling to accept. And in any insolvency or shareholder dispute, the absence of a written agreement turns a legitimate debt claim into a credibility contest decided by a court, not a contract. This template gives you a defensible, jurisdiction-aware starting point that documents every material term before a single dollar changes hands — protecting the company, the shareholder, and the integrity of your financial statements.\u003C/p>\n",1781185967547]