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Intercompany Promissory Note Template for United States

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Key Requirements PROMPT example:

Intercompany Promissory Note

"Need an Intercompany Promissory Note for a $5 million loan from our US parent company to our Canadian subsidiary, with quarterly interest payments and full principal repayment due by March 2025."

Document background
An Intercompany Promissory Note is essential for documenting financial transactions between affiliated entities in the United States. This document is commonly used when one company within a corporate group lends money to another related company, establishing legally binding terms for repayment. It helps ensure compliance with transfer pricing regulations, maintains proper accounting records, and satisfies tax authority requirements. The note typically includes detailed payment terms, interest rates set at arm's length, and specific conditions that align with both federal and state legal requirements.
Suggested Sections

1. Parties: Identification of lender and borrower entities, including full legal names and addresses

2. Background: Brief context of the intercompany relationship and purpose of the loan

3. Definitions: Key terms used throughout the note, including 'Interest Rate', 'Maturity Date', 'Default', etc.

4. Principal Amount: The loan amount and currency

5. Interest Rate: Specified rate and calculation method

6. Payment Terms: Schedule of payments, including principal and interest

7. Maturity Date: When the full amount becomes due

8. Events of Default: Circumstances constituting default

9. Governing Law: Jurisdiction governing the note

Optional Sections

1. Security: Details of any collateral - include when the note is secured

2. Subordination: Priority relative to other debt - include when there are multiple creditors

3. Prepayment: Terms for early repayment - include if early repayment is allowed

4. Tax Provisions: Treatment of withholding and other taxes - include for cross-border loans

Suggested Schedules

1. Payment Schedule: Detailed amortization table showing payment dates and amounts

2. Security Description: Details of any collateral securing the note

3. Transfer Pricing Documentation: Evidence of arm's length terms including market comparables

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
























Industries

Truth in Lending Act (TILA): Federal law that requires transparent disclosure of lending terms and promotes the informed use of consumer credit

Securities Act of 1933: Federal law relevant if the promissory note could be classified as a security, requiring registration and disclosure requirements

IRC Section 482: Internal Revenue Code section governing transfer pricing rules for intercompany transactions to ensure arm's length terms

IRC Section 385: Internal Revenue Code section providing rules for determining whether an instrument is debt or equity for tax purposes

IRC Section 163(j): Internal Revenue Code section limiting business interest expense deductions

UCC Article 3: Uniform Commercial Code article governing negotiable instruments, including promissory notes

State Usury Laws: State-specific laws that set maximum legal interest rates and penalties for exceeding them

Sarbanes-Oxley Act: Federal law requiring specific internal controls and financial disclosure requirements for public companies

Bankruptcy Code: Federal laws governing bankruptcy proceedings and treatment of intercompany debt in bankruptcy

Transfer Pricing Documentation: Requirements for documenting and supporting the arm's length nature of intercompany transactions

GAAP Requirements: Generally Accepted Accounting Principles governing the accounting treatment and disclosure of intercompany transactions

Thin Capitalization Rules: Rules limiting the amount of debt financing relative to equity to prevent tax avoidance

Related Party Disclosure Requirements: Accounting and regulatory requirements for disclosing transactions between related entities

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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