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Shareholder Loan Promissory Note Template for Hong Kong

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Key Requirements PROMPT example:

Shareholder Loan Promissory Note

"I need a basic Hong Kong law Shareholder Loan Promissory Note for a HKD 2 million unsecured loan from our majority shareholder to our tech startup, with 5% annual interest and maturity in March 2025."

Document background
The Shareholder Loan Promissory Note is commonly used in Hong Kong when shareholders provide debt financing to their companies, particularly in situations where external financing may be less favorable or unavailable. This document serves as formal evidence of the debt obligation and protects both the shareholder-lender's interests and the company's governance requirements. It must comply with Hong Kong's regulatory framework, particularly the Bills of Exchange Ordinance (Cap. 19) and Companies Ordinance (Cap. 622). The document typically includes essential terms such as loan amount, interest rate, repayment schedule, and default provisions, while also allowing for optional features like security arrangements or conversion rights. It's particularly useful for companies seeking efficient internal financing solutions while maintaining proper documentation and legal compliance.
Suggested Sections

1. Parties: Identification of the borrower (company) and lender (shareholder)

2. Background: Brief context of the shareholder loan arrangement

3. Definitions: Key terms used in the document

4. Loan Amount and Promise to Pay: Clear statement of the principal amount and unconditional promise to repay

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

6. Repayment Terms: Payment schedule, method of payment, and maturity date

7. Events of Default: Circumstances constituting default and consequences

8. Representations and Warranties: Basic statements about capacity and authority to enter into the agreement

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

10. Governing Law: Specification of Hong Kong law as governing law

11. Execution: Signature blocks and execution requirements

Optional Sections

1. Security: Include if the loan is secured by any assets or collateral

2. Guarantee: Include if there is a personal or corporate guarantee

3. Prepayment: Include if early repayment is allowed and any associated terms

4. Subordination: Include if the loan is subordinated to other debts

5. Conversion Rights: Include if the loan can be converted to equity

6. Assignment: Include if transfer rights need to be specified

7. Tax Gross-Up: Include if tax implications need to be addressed

8. Currency: Include if loan is in foreign currency or multiple currencies allowed

Suggested Schedules

1. Schedule 1 - Payment Schedule: Detailed repayment schedule including dates and amounts

2. Schedule 2 - Interest Calculation: Detailed method for calculating interest

3. Schedule 3 - Security Details: Description of any security or collateral (if applicable)

4. Schedule 4 - Form of Notice: Template for any required notices under the note

5. Appendix A - Board Resolution: Copy of board resolution authorizing the loan

6. Appendix B - Shareholder Resolution: Copy of shareholder resolution if required by articles

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

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