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Shareholder Loan Note for Canada

Shareholder Loan Note Template for Canada

A Canadian Shareholder Loan Note is a formal debt instrument documenting a loan made by a shareholder to their company. The document establishes the terms of borrowing, including principal amount, interest rate, repayment schedule, and any security arrangements. It ensures compliance with Canadian corporate and tax laws, particularly the Income Tax Act's prescribed rate requirements and the Canada Business Corporations Act's governance provisions. The document includes necessary representations and warranties, default provisions, and may contain conversion rights or subordination terms depending on the company's existing debt structure.

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Shareholder Loan Note

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What is a Shareholder Loan Note?

The Shareholder Loan Note is commonly used in Canadian businesses when shareholders provide debt financing to their company as an alternative to equity investment or third-party lending. This document is essential for properly documenting the debt obligation and ensuring compliance with Canadian tax and corporate laws. It typically includes detailed terms about the loan amount, interest rate (which must comply with prescribed rates under the Income Tax Act), repayment schedule, and any security arrangements. The document becomes particularly important for tax purposes, as the Canada Revenue Agency scrutinizes shareholder loans to ensure they are genuine debt arrangements rather than disguised dividends. The Shareholder Loan Note should be drafted to include all necessary corporate authorizations and may need to address subordination to other corporate debt or include conversion rights.

What sections should be included in a Shareholder Loan Note?

1. Parties: Identification of the Lender (Shareholder) and Borrower (Company)

2. Background: Context of the loan, including the shareholder's relationship with the company and purpose of the loan

3. Definitions: Key terms used throughout the document

4. Loan Amount and Purpose: Specification of the principal amount and intended use of funds

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

6. Repayment Terms: Schedule of repayment, including maturity date and any installment provisions

7. Representations and Warranties: Standard corporate representations and specific confirmations regarding the loan's compliance with corporate and tax laws

8. Events of Default: Circumstances constituting default and consequences

9. Notices: Communication requirements and contact details

10. Governing Law: Specification of Canadian law and jurisdiction

What sections are optional to include in a Shareholder Loan Note?

1. Security: Include when the loan is secured against company assets

2. Subordination: Include when the loan needs to be subordinated to other company debt

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

4. Tax Provisions: Include detailed tax treatment when the loan has specific tax implications

5. Multiple Lenders: Include when multiple shareholders are providing loans

6. Prepayment: Include when early repayment is permitted with specific terms

7. Board Approval: Include when specific corporate governance requirements need to be documented

What schedules should be included in a Shareholder Loan Note?

1. Repayment Schedule: Detailed schedule of repayment dates and amounts

2. Form of Draw Down Notice: Template for requesting loan disbursements if multiple draws are permitted

3. Corporate Authorizations: Copies of relevant board resolutions and shareholder approvals

4. Security Documents: Details of any security or charges if the loan is secured

5. Tax Calculations: Schedule showing prescribed interest rate calculations for tax purposes

Authors

Alex Denne

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

Jurisdiction

Canada

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions



























Clauses

























Relevant Industries

Technology

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Energy

Mining

Agriculture

Construction

Financial Services

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Treasury

Tax

Corporate Governance

Compliance

Corporate Secretariat

Investment Relations

Executive Leadership

Relevant Roles

Chief Financial Officer

Finance Director

Corporate Secretary

General Counsel

Legal Counsel

Tax Director

Financial Controller

Treasury Manager

Company Director

Corporate Governance Officer

Compliance Officer

Investment Manager

Shareholder Relations 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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