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Shareholder Loan Note Template for England and Wales

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Key Requirements PROMPT example:

Shareholder Loan Note

"I need a Shareholder Loan Note for my tech startup to document a £500,000 loan from our major shareholder, with a 5% interest rate and conversion rights if we hit our Series A funding milestone by March 2025."

Document background
A Shareholder Loan Note is commonly used when a company requires additional funding and seeks to obtain it from existing shareholders rather than external lenders. Under English and Welsh law, this document formalizes the debt arrangement, protecting both parties' interests while potentially offering tax advantages compared to equity financing. The loan note typically includes detailed terms about interest, repayment, security (if any), and potential conversion rights, making it a versatile instrument for corporate financing needs.
Suggested Sections

1. Parties: Identifies the company issuing the loan note and the shareholder(s)

2. Background: Context of the loan note issuance and relationship between parties

3. Definitions: Key terms used throughout the document

4. Principal Amount: Specifies the loan amount and currency

5. Interest: Interest rate, calculation method, and payment dates

6. Repayment Terms: Conditions and timing of principal repayment

7. Events of Default: Circumstances triggering immediate repayment

Optional Sections

1. Security: Details of any security provided, used when loan is secured

2. Conversion Rights: Terms for converting loan to shares, if convertible note

3. Subordination: Ranking of loan note versus other debt, if applicable

4. Transferability: Rights to transfer the loan note, if permitted

Suggested Schedules

1. Form of Transfer: Standard form for transferring the loan note

2. Calculation of Interest: Detailed methodology for interest calculations

3. Security Documents: If secured, details of security arrangements

4. Conversion Mechanics: If convertible, detailed conversion procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Core legislation governing company operations, including directors' duties, company borrowing powers, securities provisions, and charge registration requirements

Financial Services and Markets Act 2000: Regulates financial services activities, including restrictions on financial promotions and requirements for transferable securities

Consumer Credit Act 1974: Relevant when shareholders are individuals rather than corporate entities, providing consumer protection measures

Income Tax Act 2007: Governs the tax treatment of interest payments and withholding tax obligations on loan notes

Corporation Tax Act 2009: Addresses tax treatment of loan relationships and connected party provisions in corporate contexts

Taxation of Chargeable Gains Act 1992: Covers tax implications for disposal or transfer of loan notes

Insolvency Act 1986: Provides framework for subordination provisions and creditor rights in insolvency scenarios

Financial Collateral Arrangements (No.2) Regulations 2003: Applicable when security is provided as part of the loan note arrangement

Money Laundering Regulations 2017: Sets out due diligence requirements and anti-money laundering obligations

Teams

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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