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The Internal Loan Agreement serves as the primary documentation for financial arrangements between companies within the same corporate group in the Philippines. This document is essential when one group entity provides financing to another, whether for working capital, expansion projects, or other corporate purposes. It must comply with Philippine banking regulations, tax laws, and corporate requirements, including proper board approvals and documentary stamp tax obligations. The agreement typically includes comprehensive terms covering loan amount, interest rates (following arm's length principles), repayment schedules, and security arrangements if applicable. It's particularly important for establishing clear financial obligations while maintaining compliance with transfer pricing regulations and local corporate governance requirements.

1. Parties: Identification of the lender and borrower entities within the same corporate group

2. Background: Context of the internal loan, including corporate relationship between parties and purpose of the loan

3. Definitions: Definitions of key terms used throughout the agreement

4. Loan Amount and Purpose: Specification of the loan amount and detailed purpose for which the loan is being made

5. Interest Rate: Interest rate provisions, calculation method, and payment schedule

6. Term and Repayment: Duration of the loan and repayment terms including payment schedule

7. Conditions Precedent: Conditions that must be satisfied before the loan becomes effective

8. Representations and Warranties: Standard declarations about the parties' legal status and authority

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

10. Events of Default: Circumstances that constitute default and consequences

11. Taxes: Treatment of taxes applicable to the loan and interest payments

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

13. Execution: Signature blocks and execution requirements