Here is Director Loan draft

[jafersadeq]

Below is the Director loan, prepared by a business solicitor. I hope it is useful for who asks about it:

Cover page:
Dated:
Loan agreement
Between
Borrower:
XYZ LTD
And
Lender:
ABC


Contents:
Clause
1. Definitions and interpretation 3
2. The facility 4
3. Purpose 4
4. Interest 4
5. Repayment 4
6. Amendments, waivers, consents and remedies 5
7. Severance 6
8. Assignment 6
9. Counterparts 6
10. Third party rights 6
11. Governing law and jurisdiction 6

THIS AGREEMENT is dated on
Parties
(1) XYZ LTD incorporated and registered in England and Wales with company number ….. whose registered office is at …… (Borrower).
(2) Mr ….. of ADDRESS…… (Lender).
Agreed terms
1. Definitions and interpretation
1.1 Definitions
The following definitions apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
First Repayment Date:
Final Repayment Date:
Indebtedness: any obligation to pay or repay money, present or future, and whether actual or contingent, sole or joint and any guarantee or indemnity of any of those obligations.
Loan: the principal amount of the loan made or to be made by the Lender to the Borrower under this agreement or (as the context requires) the principal amount outstanding for the time being of that loan.
Repayment Instalment: each scheduled instalment for the repayment of the Loan under clause 5.1.
Sterling and £: the lawful currency of the UK.
1.2 Interpretation
In this agreement:
(a) clause, Schedule and paragraph headings shall not affect the interpretation of this agreement;
(b) a reference to a person shall include a reference to an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate legal personality);
(c) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
(d) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
(e) references to a party shall include that party's successors, permitted assigns and permitted transferees and this agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns;
(f) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
(g) a reference to writing or written includes fax and email;
(h) an obligation on a party not to do something includes an obligation not to allow that thing to be done;
2. The facility
2.1 The Lender grants to the Borrower an unsecured Sterling term loan facility of a total principal amount not exceeding £000.00 on the terms, and subject to the conditions, of this agreement.
2.2 The Loan is unsecured and subordinated in favour of third party creditors.
2.3 This agreement shall be with effect from …….
3. Purpose
3.1 The Borrower shall use all money borrowed under this agreement for investment in UK businesses.
3.2 The Lender is not obliged to monitor or verify how any amount advanced under this agreement is used.
4. Interest
4.1 The Loan shall not accrue, and the Borrower shall not pay, any interest on the Loan.
5. Repayment
5.1 Subject to the provisions of this agreement, the Borrower shall repay the Loan in full in consecutive monthly instalments of £…… per month for a period of up to …. months (Repayment Instalment). The first Repayment Instalment shall be payable on …...
5.2 The Repayment Instalments shall accrue from day to day and will be payable monthly in arrears on the last day of each month. All payments made by the Borrower under this agreement shall be in Sterling and in immediately available cleared funds to the Lender at its account number ….., sort code …. with ….. Bank or such other account as the Lender may notify the Borrower.
5.3 If any payment becomes due on a day that is not a Business Day, the due date of such payment will be extended to the next succeeding Business Day, or if that Business Day falls in the following calendar month, such due date shall be the immediately preceding Business Day.
5.4 All payments made by the Borrower under this agreement shall be made in full, without set-off, counterclaim or condition and free and clear of and without any deduction or withholding, provided that if the Borrower is required by law or regulation to make such deduction or withholding, it shall:
(a) ensure that the deduction or withholding does not exceed the minimum amount legally required;
(b) pay to the relevant taxation, or other authorities, as appropriate, the full amount of the deduction or withholding;
(c) furnish to the Lender, within the period for payment permitted by the relevant law, either:
(i) an official receipt of the relevant taxation authorities involved in respect of all amounts so deducted or withheld; or
(ii) if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and
(d) pay to the Lender such additional amount as is necessary to ensure that the net full amount received by the Lender after the required deduction or withholding is equal to the amount that the Lender would have received had no such deduction or withholding been made.
6. Amendments, waivers, consents and remedies
6.1 No amendment of this agreement shall be effective unless it is in writing and signed by, or on behalf of, each party to it (or its authorised representative).
6.2 A waiver of any right or remedy under this agreement or by law, or any consent given under this agreement, is only effective if given in writing by the waiving or consenting party and shall not be deemed a waiver of any other breach or default. It only applies in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.
6.3 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute an election to affirm this agreement. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. No election to affirm this agreement by the Lender shall be effective unless it is in writing.
6.4 The rights and remedies provided under this agreement are cumulative and are in addition to, and not exclusive of, any rights and remedies provided by law.
7. Severance
If any provision (or part of a provision) of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of this agreement.
8. Assignment
Neither party may assign any of its rights or transfer any of its rights and obligations under this agreement without the written consent of the other.
9. Counterparts
9.1 This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.
9.2 No counterpart shall be effective until each party has executed at least one counterpart.
10. Third party rights
10.1 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
11. Governing law and jurisdiction
11.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.2 Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of the Lender to take proceedings against the Borrower in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

This agreement has been entered into on the date stated at the beginning of it.


Signed by:
Mr …..
for and on behalf of
XYZ

.......................................
Director

Signed by:
Mr ABC

.......................................

[helpingperson]

Thank you, this looks to me very thorough.