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Intercompany Promissory Note for Philippines

Intercompany Promissory Note Template for Philippines

A legally binding financial instrument governed by Philippine law that documents a promise to pay between related corporate entities. The document establishes the terms and conditions of an intercompany loan, including the principal amount, interest rate, payment schedule, and default provisions. It must comply with the Philippines' Negotiable Instruments Law and Corporate Code, while also considering relevant tax regulations and central bank requirements. The document serves as both a formal acknowledgment of debt and a regulatory compliance tool for related party transactions.

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What is a Intercompany Promissory Note?

The Intercompany Promissory Note is a crucial document in corporate group structures operating in the Philippines, used to formalize and document loan arrangements between related entities. It serves multiple purposes: establishing legally binding payment obligations, maintaining clear financial records for audit purposes, and ensuring compliance with regulatory requirements for related party transactions. This document becomes particularly important in the context of Philippine corporate law, which requires transparent documentation of intercompany financing arrangements. The note must comply with both the Negotiable Instruments Law (Act No. 2031) and the Corporation Code of the Philippines, while also satisfying requirements from tax authorities and, where applicable, the Bangko Sentral ng Pilipinas. It typically includes detailed terms about the loan amount, interest rates, payment schedules, and default provisions, making it an essential tool for corporate treasury operations and group financial management.

What sections should be included in a Intercompany Promissory Note?

1. Parties: Identification of the maker (debtor company) and the payee (creditor company), including their complete legal names, registration numbers, and principal business addresses

2. Background: Brief context of the intercompany loan arrangement and the purpose of the promissory note

3. Definitions: Key terms used in the document, including 'Business Day', 'Interest Rate', 'Default Event', and other relevant terms

4. Promise to Pay: Unconditional promise to pay the principal amount, specifying the exact sum in both numbers and words

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

6. Payment Terms: Details of when and how payments will be made, including maturity date and payment schedule

7. Place of Payment: Specified location or method where/how payment should be made

8. Events of Default: Circumstances that constitute default and consequences thereof

9. Remedies: Rights and remedies available to the payee in case of default

10. Governing Law: Specification that Philippine law governs the promissory note

11. Execution: Signature blocks for authorized representatives of both companies

What sections are optional to include in a Intercompany Promissory Note?

1. Security: Include when the note is secured by collateral or guarantees

2. Prepayment Terms: Include when early payment is allowed, specifying any penalties or conditions

3. Tax Provisions: Include when specific tax arrangements between the companies need to be documented

4. Currency Provisions: Include when the note involves foreign currency or multiple currency options

5. Assignment: Include when transfer or assignment rights need to be specified or restricted

6. Corporate Approvals: Include when specific board or shareholder approvals need to be referenced

7. Notices: Include when formal communication procedures between parties need to be established

What schedules should be included in a Intercompany Promissory Note?

1. Payment Schedule: Detailed schedule of payment dates and amounts, if installment payments are involved

2. Interest Calculation Methods: Detailed explanation of interest calculation formulas and examples

3. Corporate Authorizations: Copies of relevant board resolutions or corporate approvals

4. Security Details: If applicable, details of any collateral or security arrangements

5. Related Party Transaction Documentation: Any required documentation proving fair dealing and arm's length terms

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Relevant legal definitions






























Clauses
























Relevant Industries

Manufacturing

Financial Services

Real Estate

Technology

Retail

Energy

Healthcare

Transportation

Construction

Mining

Telecommunications

Conglomerates

Relevant Teams

Legal

Finance

Treasury

Tax

Compliance

Corporate Secretariat

Risk Management

Accounting

Corporate Governance

Internal Audit

Relevant Roles

Chief Financial Officer

Treasury Manager

Financial Controller

Corporate Secretary

Legal Counsel

Finance Director

Accounts Manager

Tax Manager

Corporate Treasurer

Compliance Officer

Group Financial Controller

Financial Planning Manager

Board Director

Company Secretary

Risk Manager

Industries






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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