Inter-Company Contribution Agreement (receivables)
PricewaterhouseCoopers AG
This agreement for receivables is a standard Swiss-law governed agreement for an intra-group contribution of receivables to a Swiss GmbH or AG, where the contribution is to be allocated to the recipient's legal reserves from capital contributions.
Author's Note
The Contribution Agreement for Receivables is a standard Swiss-law governed agreement for an intra-group contribution of receivables to a Swiss limited liability company ( Gesellschaft mit beschränkter Haftung or GmbH) or corporation ( Aktiengesellschaft or AG), where the contribution is to be allocated to the recipient’s legal reserves from capital contributions. The contribution may take the form of promissory notes or intra-group loan notes (including a loan portfolio). The Contribution Agreement also operates as the formal written assignment of the receivables to the recipient. The Contribution Agreement for Receivables includes standard provisions reflecting the resolutions and corporate approvals required by the recipient in order to accept and allocate the capital contribution to its legal reserves, and the formalities required to execute and give effect to the contribution. It also includes standard mutual representations and warranties...
Read moreThe Contribution Agreement for Receivables is a standard Swiss-law governed agreement for an intra-group contribution of receivables to a Swiss limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) or corporation (Aktiengesellschaft or AG), where the contribution is to be allocated to the recipient’s legal reserves from capital contributions.
The contribution may take the form of promissory notes or intra-group loan notes (including a loan portfolio). The Contribution Agreement also operates as the formal written assignment of the receivables to the recipient.
The Contribution Agreement for Receivables includes standard provisions reflecting the resolutions and corporate approvals required by the recipient in order to accept and allocate the capital contribution to its legal reserves, and the formalities required to execute and give effect to the contribution. It also includes standard mutual representations and warranties regarding the parties’ existence and authority to enter into the agreement.
Terms which are configurable to the user’s needs include:
- The details of the receivables being contributed;
- The fair market value of the contribution; and
- Jurisdiction and arbitration.
Circumstances of Use
This document is intended for solely for intra-group financing purposes where the recipient company is incorporated in Switzerland.
Terms of Use
The purchase of this Product is subject to PartnerVine Terms.
You (the registered user through whose account the purchase is made) may:
- Access the document-generation interview for 90 days from date of purchase;
- Export and download an unlimited number of copies of the document(s) in Word or pdf format;
- Share and use the document copies in connection with the circumstances described in this Author’s Note and only for the ordinary business purposes of the group of companies to which you belong.
Other Comments
No warranty or representation is given or made as to the appropriateness or impact of the financing transactions envisaged by this document in the specific circumstances of any given group of companies. No legal or tax advice is provided and nothing in this template or the related user interview shall be deemed to constitute the provision of legal or tax advice in relation to any fact or matter. Where necessary, specialist legal and tax advice and input from group treasury and accounting functions should be sought prior to executing this agreement.
Ask a lawyer
If you have a question for PricewaterhouseCoopers AG, you can post it here. PricewaterhouseCoopers AG will receive notice of your comment.
Please do not post confidential information. Your question and PricewaterhouseCoopers AG's answer will be publicly posted in the frequently asked questions section on this page. You will need to sign in or register with PartnerVine to ask your question.
Frequently asked questions
(1) Contributor and (2) Recipient
You may choose whether to list a registered office address, or a principal place of business. The latter may be appropriate where an entity has a registered office in one country but a taxable presence in another.
A public limited company (AG, Ltd) or a limited liability company (GmbH, LLC)
Receivables may consist of an assignable loan portfolio or promissory notes.
(1) promissory note issued by Recipient: The receivable consists of a claim of contributor towards recipient which is embedded in a promissory note. Please note to attach a copy of the promissory note to this agreement as exhibit 1
(2) intra-group loan receivable: The receivable arises from a long term intra-group loan between the lender/contributor and the borrower. The lender/contributor, which lent money to the borrower in the long term intra-group loan agreement, assigns its claim against the borrower to the recipient of this contribution agreement. The contribution agreement also operates as the formal written assignment of the loan to the recipient.
(3) loan portfolio: The receivables arise from loan agreements entered into between the contributor and one or more borrowers. The contribution agreement also operates as the formal written assignment of the loans to the recipient.
Yes, in an inter-company contribution agreement, the parties may have more flexibility if email qualifies as writing (e.g. for the purposes of “written notice”). This must be specified in the agreement and may even allow termination. It is good practice to specify who is able to receive or send notices. Moreover, inserting a title is recommended, rather than an individual's name (e.g. "the Finance Director"), as roles and responsibilities change over time.
You may specify whether each party should bear their own costs arising from the negotiation, preparation, amendment, preservation and enforcement of the agreement, or whether one party should bear all the costs.
You may choose to resolve disputes in court or through arbitration.
This agreement is governed by Swiss law. If you do not specify the place of jurisdiction, any court which is competent under Swiss law will have jurisdiction to resolve a dispute.
Leave a review
Customer Reviews