Loan Note Register Template for Switzerland

A Loan Note Register is a formal document maintained under Swiss law that serves as the official record of ownership and transfers of loan notes issued by an entity. It contains detailed information about the issuance, ownership, and transfer history of loan notes, complying with Swiss securities regulations and the Swiss Code of Obligations. The register includes crucial details such as noteholder information, transfer records, authentication requirements, and certification procedures, serving as the definitive record of loan note ownership and transactions.

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What is a Loan Note Register?

A Loan Note Register is required whenever an entity issues loan notes under Swiss law, serving as the definitive record of ownership and transfers of such debt instruments. The register must comply with Swiss securities regulations and the Swiss Code of Obligations, containing detailed information about current and historical ownership, transfer records, and authentication procedures. It plays a crucial role in establishing legal title to the loan notes and facilitating their transfer, while also providing a clear audit trail for regulatory compliance. The register typically includes information about the issuer, the loan note program, individual noteholders, and any security interests or encumbrances affecting the notes.

What sections should be included in a Loan Note Register?

1. Register Information: Details of the issuer, register keeper, and the loan note program

2. Definitions: Key terms used throughout the register

3. Register Maintenance: Rules and procedures for maintaining the register, including updating procedures

4. Registration Requirements: Requirements for recording ownership and transfers in the register

5. Certificate Details: Format and content of certificates issued to noteholders

6. Transfer Provisions: Procedures and requirements for transferring loan notes

7. Authentication: Methods for authenticating entries and verifying ownership

What sections are optional to include in a Loan Note Register?

1. Electronic Registration: Additional provisions for electronic record-keeping when the register is maintained in digital format

2. Global Certificate Provisions: Required when loan notes are represented by a global certificate

3. Intermediary Provisions: Required when custodians or other intermediaries are involved in holding notes

4. Nominee Provisions: Provisions governing the registration of nominees as holders

5. Security Interest Registration: Procedures for recording security interests over loan notes when permitted

What schedules should be included in a Loan Note Register?

1. Form of Certificate: Template of the physical or electronic certificate issued to noteholders

2. Transfer Form: Standard form for executing transfers of loan notes

3. Register Extract Template: Format for providing extracts from the register

4. Authentication Requirements: Detailed requirements for verifying authentic transfers and entries

5. Fee Schedule: Schedule of fees for register services (if applicable)

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

Switzerland

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use

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