��������Ƶ

The Founder Loan Agreement is a crucial document used when a company requires additional financing and a founder is willing to provide it through a loan rather than equity investment. This arrangement is common in German companies, particularly in growth phases or during temporary cash flow constraints. The document must comply with German civil law (BGB), corporate law (GmbH-Gesetz), and tax regulations, while addressing potential subordination issues under German insolvency law. The agreement sets out detailed terms for the loan, including amount, interest, repayment schedule, and any security arrangements, while considering the unique position of the founder as both a shareholder and creditor. It's particularly important to structure the agreement properly to avoid potential recharacterization risks and ensure enforceability under German law.

1. Parties: Identification of the founder as lender and the company as borrower, including full legal names, addresses, and registration details

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

3. Definitions: Key terms used throughout the agreement, including 'Business Day', 'Interest Period', 'Default Event', etc.

4. Loan Amount and Purpose: Specification of the loan amount, currency, and intended use of funds

5. Interest: Interest rate, calculation method, payment dates, and default interest provisions

6. Drawdown: Conditions for and process of disbursing the loan amount

7. Repayment: Terms and schedule for repayment, including any early repayment provisions

8. Representations and Warranties: Standard declarations by both parties about their capacity and authority to enter into the agreement

9. Covenants: Ongoing obligations of the borrower during the loan term

10. Events of Default: Circumstances that trigger default and consequences thereof

11. Subordination: Provisions regarding the ranking of the loan in relation to other company debts

12. Tax: Treatment of taxes on interest payments and other tax-related obligations

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

15. Miscellaneous: Standard boilerplate provisions including severability, amendments, and assignment