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Intercompany Loan Agreement for Singapore

Intercompany Loan Agreement Template for Singapore

A Singapore-governed Intercompany Loan Agreement is a legally binding document that establishes the terms and conditions for loans between related corporate entities. It complies with Singapore's Companies Act and related regulations, including transfer pricing requirements and corporate benefit considerations. The agreement details the loan amount, interest rates, repayment terms, and includes necessary corporate authorizations and compliance with local regulatory requirements.

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Intercompany Loan Agreement

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What is a Intercompany Loan Agreement?

The Intercompany Loan Agreement is used when one company within a corporate group provides financing to another related company. This document is essential for Singapore-based corporate groups managing internal financing arrangements, ensuring compliance with local regulations including transfer pricing rules, corporate benefit requirements, and financial assistance restrictions. The agreement typically includes detailed provisions on loan terms, interest calculations, repayment schedules, and necessary corporate approvals.

What sections should be included in a Intercompany Loan Agreement?

1. Parties: Details of the lender and borrower companies, including registration numbers and registered addresses

2. Background/Recitals: Context of the loan arrangement and relationship between the parties

3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation

4. The Loan: Principal amount, purpose, and drawdown conditions

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

6. Repayment: Repayment schedule, prepayment provisions, and payment mechanics

7. Representations and Warranties: Standard corporate warranties and specific financial representations

8. Events of Default: Circumstances constituting default and consequences

9. Governing Law and Jurisdiction: Singapore law and jurisdiction clause

What sections are optional to include in a Intercompany Loan Agreement?

1. Security: Details of any security/collateral - include when loan is secured

2. Guarantees: Terms of any corporate guarantees - include when third-party guarantees are provided

3. Subordination: Priority of the loan relative to other debts - include when multiple creditors are involved

4. Tax Gross-Up: Provisions for tax deductions and withholding - include for cross-border loans

What schedules should be included in a Intercompany Loan Agreement?

1. Drawdown Notice: Form of notice for requesting loan disbursement

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

3. Corporate Authorizations: Board resolutions and other corporate approvals

4. Calculation of Interest: Detailed methodology for interest calculation

5. Form of Security Documents: Templates for security documentation if applicable

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

Singapore

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions






























Clauses




























Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, including provisions on financial assistance, corporate benefit, and corporate governance requirements

Income Tax Act (Cap. 134): Governs taxation matters including interest deductibility, withholding tax on interest payments, and transfer pricing requirements for intercompany transactions

Moneylenders Act (Cap. 188): While generally not applicable to intercompany loans, should be considered to ensure the lending arrangement doesn't fall within its scope

Securities and Futures Act (Cap. 289): Relevant if the loan involves any securities or if the loan agreement includes security arrangements

MAS Regulations: Regulatory framework set by the Monetary Authority of Singapore that may impact intercompany financing arrangements

IRAS Transfer Pricing Guidelines: Guidelines from the Inland Revenue Authority of Singapore governing arm's length principles for intercompany transactions, including loans

Interest Rate Regulations: Regulatory requirements regarding interest rates and their documentation in intercompany loan agreements

Corporate Authorization Requirements: Requirements for proper board resolutions and corporate authorizations needed for the loan agreement

Stamp Duties Act: Potential stamp duty implications on loan documentation and security instruments

Insolvency, Restructuring and Dissolution Act 2018: Considerations regarding creditor rights and company insolvency scenarios in the context of intercompany loans

Banking Act: May be relevant if the lending arrangement could be construed as banking business requiring licensing

Foreign Exchange Control Regulations: Requirements regarding cross-border lending and foreign currency transactions if applicable

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