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Intragroup Loan Agreement Template for Germany

A German law-governed Intragroup Loan Agreement is a legally binding contract that establishes and regulates a loan arrangement between affiliated companies within the same corporate group. The agreement complies with German civil and corporate law requirements, including specific provisions of the German Civil Code (BGB) and Commercial Code (HGB). It addresses key elements such as loan amount, interest rates (ensuring arm's length terms), repayment conditions, and includes necessary provisions for tax compliance and corporate governance under German law. The document incorporates specific German legal requirements regarding form, documentation, and corporate authority.

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What is a Intragroup Loan Agreement?

The Intragroup Loan Agreement is essential for documenting and regulating financial arrangements between companies within the same corporate group under German law. It is commonly used when a parent company, holding company, or designated group treasury entity provides financing to subsidiaries or affiliated companies. The agreement ensures compliance with German corporate and tax laws, particularly regarding arm's length principles, capital maintenance rules, and thin capitalization requirements. The document includes detailed terms on loan amount, interest calculation, repayment structures, and necessary representations and warranties. It's particularly important for establishing clear documentation for tax authorities, auditors, and corporate governance purposes, while also addressing specific German law requirements regarding form and execution.

What sections should be included in a Intragroup Loan Agreement?

1. Parties: Identification of the group lender and borrower entities, including registration details as required under German law

2. Background: Context of the intragroup financing arrangement and relationship between the parties

3. Definitions and Interpretation: Key terms used in the agreement, including German law-specific definitions

4. The Facility: Core loan terms including amount, purpose, and availability period

5. Interest: Interest rate, calculation method, and payment dates, ensuring arm's length terms

6. Repayment: Terms and schedule for repayment of the loan principal

7. Prepayment: Conditions and process for voluntary and mandatory prepayment

8. Tax Gross-Up and Indemnities: Provisions for tax payments and indemnifications

9. Representations: Standard representations adapted for intragroup context

10. Information Undertakings: Requirements for financial and other information provision

11. General Undertakings: Standard covenants adapted for intragroup context

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Rules for assignment and transfer

14. Administration: Operational aspects of the loan including payments and calculations

15. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction

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

1. Security: Include if the loan is to be secured by any assets or guarantees

2. Subordination: Include if the loan needs to be subordinated to other group financing

3. Currency Provisions: Include if the loan is in a currency other than EUR

4. Transfer Pricing Compliance: Include detailed transfer pricing provisions if required by group policy

5. Parent Company Guarantee: Include if a parent company guarantee is required

6. Anti-corruption Provisions: Include if required by group compliance policies

7. Break Costs: Include if the loan has fixed interest periods

What schedules should be included in a Intragroup Loan Agreement?

1. Form of Drawdown Request: Standard form for requesting loan disbursements

2. Conditions Precedent: List of required documents and conditions for loan effectiveness

3. Form of Transfer Certificate: Standard form for documenting any permitted transfers

4. Repayment Schedule: If installment repayments, detailed schedule of payment dates and amounts

5. Calculation of Interest Rate: If complex interest calculations, detailed methodology

6. Form of Compliance Certificate: Standard form for periodic compliance certification

7. Transfer Pricing Documentation: Required documentation supporting the arm's length nature of the terms

Authors

Alex Denne

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

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use

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