Loan agreement: company borrower; secured on physical assets; guarantor option
An agreement between a lender, who may be an individual or a corporate body, and a borrower, who is a company.
The loan is secured with a fixed charge on specific physical assets, and optionally, a guarantor.
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About this document
This agreement is for a loan to a company or other corporate body, or a trust. It is drawn so that the lender is also a corporate body, but it could as easily be an individual or a trust.
The agreement may be for a loan to a family member's business; an arm’s length investment for interest; or for any other reason.
We have provided for security in the form of physical assets to be lodged or described. There is also full provision for a personal guarantee.
The security could be any goods or property, not necessarily that which is bought using the loan.
The loan is secured by the borrower either taking physical possession or leaving the assets in place and describing them in detail in this document so that there can be no dispute as to what is charged.
This document provides the evidence that the item is secured to the lender. Remember that a dispute as to entitlement is more likely to be against a liquidator or receiver than against the borrower.
There is an option for the lender to have use of the security from time to time. For example a property developer may lend money to a builder to buy materials, but wants to be able to use a mechanical digger for his business as part of the deal.
Because the borrower is a company, we have included a number of warranties. These take effect as promises by the borrower as to aspects of its financial state. We have also provided that the signatory accepts personal liability for his proper authorisation. To some extent that person is bound in the same way as the company.
Registration of the charge
If the borrower is a company then it is required to register the charge at Companies House.
This agreement provides explicitly that the company will register the charge contained in it. The debt will then be valid against a liquidator or administrator, should the company become insolvent.
When the debt is repaid, whether fully or in part, the company has no obligation to inform Companies House. However, it is in the company's own interests that potential investors and lenders are aware that it has satisfied all or part of the debt.
Instead of securing the loan on assets, you may consider doing so on financial instruments instead, such as shares in the company. That may give greater incentive to the shareholders to ensure that the money is repaid on time and give a greater degree of control of resolution to the lender in case of default. We have an agreement for this purpose here.
Definitions and important interpretation provisions
Amount of loan and how advanced
Loan condition to allow lender to continue to use the item secured
Interest amount and arrangements
Promise by borrower to make no change to capital structure.
What happens if things go wrong - notices, consequences and so on.
How the lender may become entitled to sell the security.
An option on possible assignment of the rights and obligations set up under the agreement.
Borrower to provide regular financial information.
The guarantor’s promises
A round up of legal matters
This document was written by a solicitor for Net Lawman. It complies with current English law.
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