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An Intercompany Promissory Note is a formal debt instrument used to document and formalize lending arrangements between affiliated companies within the same corporate group. This document type is particularly relevant for Swiss-based multinational companies or international groups with Swiss entities, requiring compliance with Swiss law, particularly the Swiss Code of Obligations. The note typically records the principal amount, interest terms, repayment schedule, and other key provisions governing the internal loan. It serves multiple purposes, including establishing clear legal obligations, supporting tax compliance, maintaining proper accounting records, and demonstrating arm's length terms for related party transactions. The document is essential for corporate groups managing their internal financing structures and needs to be carefully drafted to ensure compliance with Swiss corporate, tax, and regulatory requirements while meeting the group's financial objectives.

1. Parties: Identification of the issuer (promissor) and holder (promissee) of the note, including full legal names, registration numbers, and registered addresses

2. Promise to Pay: Unconditional promise to pay a specified sum, which is a key requirement under Swiss law

3. Principal Amount: Clear statement of the principal amount being borrowed, including currency

4. Interest Rate: Specification of the interest rate, calculation method, and payment frequency

5. Payment Terms: Details of when and how payments (both principal and interest) will be made, including maturity date and payment mechanics

6. Place of Payment: Specification of where payment will be made (required under Swiss law)

7. Events of Default: Circumstances under which the note becomes immediately due and payable

8. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes