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Internal Loan Agreement Template for Denmark

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Internal Loan Agreement

Document background
The Internal Loan Agreement is a crucial document used when one entity within a corporate group provides financing to another related entity under Danish law. This type of agreement is commonly used for various purposes including subsidiary funding, project financing, working capital provision, or group treasury operations. The document must comply with Danish corporate law requirements, particularly regarding capital maintenance rules, transfer pricing regulations, and tax implications. The agreement typically includes detailed terms about the loan amount, interest calculation, repayment schedule, and various protective clauses. It's essential to ensure the Internal Loan Agreement reflects arm's length principles and includes appropriate documentation to satisfy both Danish tax authorities and corporate governance requirements. The agreement is particularly important in the context of group financing structures and must be carefully drafted to balance commercial flexibility with regulatory compliance.
Suggested Sections

1. Parties: Identifies the lender and borrower entities, including their registration numbers and registered offices

2. Background: Explains the context of the internal loan and relationship between the parties

3. Definitions: Defines key terms used throughout the agreement

4. The Loan: Specifies the principal amount, currency, and purpose of the loan

5. Interest: Details the interest rate, calculation method, and payment periods

6. Repayment: Sets out the repayment schedule and terms

7. Prepayment: Conditions and process for early repayment of the loan

8. Representations and Warranties: Standard confirmations from the borrower about their status and capacity

9. Information Undertakings: Borrower's obligations to provide financial and other information

10. Tax Gross-up and Indemnities: Provisions dealing with tax implications and responsibilities

11. Costs and Expenses: Allocation of costs related to the loan agreement

12. Events of Default: Circumstances that would trigger default and consequences

13. Notices: How formal communications between parties should be made

14. Assignment and Transfer: Rules regarding transfer of rights under the agreement

15. Governing Law and Jurisdiction: Confirms Danish law governance and jurisdiction

Optional Sections

1. Security: Include when the loan is secured by any assets or guarantees

2. Financial Covenants: Include when specific financial ratios or conditions need to be maintained

3. Subordination: Include when the loan needs to be subordinated to other debt

4. Set-off Rights: Include when parties want to explicitly address rights of set-off

5. Currency Provisions: Include for loans in non-Danish Krone currencies

6. Group Company Provisions: Include specific provisions relating to group company relationships and transfer pricing

7. Change of Control: Include when changes in corporate ownership should affect the loan

8. Conditions Precedent: Include when drawdown is subject to specific conditions

Suggested Schedules

1. Repayment Schedule: Detailed schedule of repayment dates and amounts

2. Form of Drawdown Notice: Standard form for requesting loan disbursement

3. Interest Calculation Examples: Examples showing how interest will be calculated

4. Security Details: Details of any security provided (if applicable)

5. Transfer Pricing Documentation: Documentation supporting arm's length nature of the loan terms

6. Related Party Information: Details of corporate relationship between parties

7. Tax Residence Certificates: Tax documentation if relevant for cross-border aspects

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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