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UKSolicitorJA
UKSolicitorJA, Solicitor
Category: Law
Satisfied Customers: 4312
Experience:  English solicitor with over 12 years experience
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I need to transfer a debt, so a company bank balance does

Customer Question

The company is being dissolved, but has a positive bank balance that cannot be transferred to me yet. I need to transfer the bank balance as a 'debt' from the company to me, so that the company bank balance does not get lost after a company dissolution. Need a recommended 'Transfer of Debt' template acceptable by a UK bank. The bank says it will release monies only well after the dissolution date, so this is essential to ensure the money is not lost.

Submitted: 1 year ago.
Category: Law
Expert:  UKSolicitorJA replied 1 year ago.
Hello,

What you need is a loan agreement between you and the company. You may use the following form:

THIS LOAN AGREEMENT is made the day of 2015

BETWEEN

1) your name and address (the “Lender”); and

2) company name and address (the “Company”).

The Lender has made available to the Company, a loan in the principal sum of [ ] (the “Loan”) on the terms and conditions of this Agreement

1. Purpose and Interest

1.1 The purpose for which the Loan is made (and the only way in which it may be applied) is [ ]

1.2 The Loan is made on an interest free basis.

2. Payments to the Lender

2.1 The Company shall make all payments under or in respect of the Loan for value into such bank account as the Lender may from time to time instruct the Company in writing.

2.2 The Loan may be prepaid without premium or penalty. The Company undertakes to repay the Loan on such date as the Lender shall in its absolute discretion determine.

3. Immediate Repayment

3.1 The Loan shall become immediately repayable upon the occurrence of any of the following events:

(a) an encumbrancer takes possession or a receiver or manager is appointed over the Company or any of its assets;

(b) the Company is adjudicated or is found to be insolvent or stops or suspends payment of its debts or is (or is deemed to be) unable or admits inability to pay its debts as they fall due or proposes to enter into any composition or other arrangement for the benefit of its creditors generally or proceedings are commenced in relation to the Company under any law, regulation or procedure relating to the reconstruction or adjustment of debts;

(c) any petition is presented, any resolution is proposed or any other steps or proceedings are taken which may lead to any such occurrence referred to in sub-paragraphs (a) and (b) above;

3.2 In this Clause 3, references to "the Company" shall be deemed to include any and all subsidiaries of the Company from time to time.

3.3 The Lender may (without prejudice to any of its rights) upon and at any time after the happening of an event set out in clause 3(a) to (c) inclusive, so long as the same is continuing, demand the repayment forthwith of the Loan.

4. General

4.1 For so long as any sums remaining outstanding pursuant to the terms of this Agreement the Company will ensure that its repayment obligations under this Agreement will rank at all times at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for all obligations mandatorily preferred by law applying to companies generally.

4.2 Any demand or notice in respect of this Agreement and/or the Loan will be in writing.

4.3 Time shall be of the essence in respect of the Company’s obligations under or in respect of the Agreement but no failure by the Lender to exercise or delay in exercising any right or remedy under or in respect of the Agreement shall operate as a waiver of it, nor shall any single partial or defective exercise by the Lender of any such right or remedy preclude any other or further exercise of that or any other right or remedy.

4.4 The Company may not assign or transfer any of its rights or obligations under this Agreement.

4.5 The Lender may assign all or any part of its rights or transfer all or any part of its obligations under this Agreement only to any wholly owned subsidiary or holding company of the Lender provided that to the extent of the transfer of any obligations such transferee undertakes to be bound by the obligations of the Lender hereunder.




Signed by

your name )

Signed for the company

)


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