Limited Guarantee Agreement Template for South Africa

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Key Requirements PROMPT example:

Limited Guarantee Agreement

"I need a Limited Guarantee Agreement where ABC Holdings (Pty) Ltd provides a guarantee capped at R5 million to Standard Bank for the obligations of its subsidiary XYZ Mining (Pty) Ltd, with the guarantee starting from 1 March 2025."

Document background
The Limited Guarantee Agreement is a crucial financial instrument in South African commercial practice, commonly used in corporate financing, property transactions, and general commercial arrangements. This document is essential when a creditor requires additional security for a principal debtor's obligations but wants to limit the guarantor's liability to a specific amount. The agreement must comply with South African legislation, particularly the Companies Act 71 of 2008, the General Law Amendment Act, and relevant financial regulations. It's typically used in scenarios where parent companies guarantee subsidiaries' obligations, in project finance structures, or where directors or shareholders provide personal guarantees for corporate debt. The Limited Guarantee Agreement includes detailed provisions on the guarantee's scope, enforcement mechanisms, termination conditions, and the specific circumstances under which the guarantee can be called upon.
Suggested Sections

1. Parties: Identifies and defines the Guarantor, the Creditor, and the Principal Debtor

2. Background: Explains the context of the guarantee, including the underlying obligation being guaranteed

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement

4. Guarantee: Sets out the specific obligations being guaranteed and the limit of the guarantee

5. Nature of Guarantee: Specifies whether the guarantee is demand-based or conditional, and its relationship to the principal debt

6. Duration: Specifies the term of the guarantee and any conditions for its termination

7. Guarantor's Obligations: Details the specific commitments and responsibilities of the guarantor

8. Limitations of Liability: Clearly states the maximum amount for which the guarantor may be liable

9. Enforcement: Outlines the circumstances and process for enforcing the guarantee

10. Representations and Warranties: Contains guarantor's confirmations regarding capacity and authority

11. Payments: Specifies payment terms, methods, and currency

12. Notices: Details how formal communications between parties should be made

13. General Provisions: Includes standard boilerplate clauses such as governing law, jurisdiction, and severability

Optional Sections

1. Security: Include when the guarantee is backed by specific assets or security arrangements

2. Multiple Guarantors: Required when there is more than one guarantor, defining joint and several liability

3. Corporate Guarantor Provisions: Include when the guarantor is a company, addressing corporate authority and financial assistance

4. Counter-Indemnity: Include when the guarantor requires indemnification from the principal debtor

5. Step-In Rights: Include when the guarantor has rights to take over the principal debtor's position

6. Assignment: Include when parties need the ability to transfer their rights under the guarantee

7. Costs and Expenses: Include when specific provisions about legal and enforcement costs are needed

Suggested Schedules

1. Schedule 1 - Guaranteed Obligations: Detailed description of the obligations being guaranteed

2. Schedule 2 - Guarantee Limit Calculation: Formula or method for calculating the guarantee limit if complex

3. Schedule 3 - Security Details: Details of any security provided in support of the guarantee

4. Schedule 4 - Form of Demand: Template for making a formal demand under the guarantee

5. Schedule 5 - Corporate Authority: Copies of relevant corporate authorizations and resolutions

6. Appendix A - Principal Agreement: Copy of the agreement giving rise to the guaranteed obligations

7. Appendix B - Compliance Documents: Required compliance and KYC documentation

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 | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Real Estate & Property

Construction

Manufacturing

Retail

Mining & Resources

Infrastructure

Technology

Telecommunications

Professional Services

Energy

Agriculture

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Finance

Credit Control

Commercial Operations

Company Secretariat

Business Development

Relevant Roles

Chief Financial Officer

Financial Director

Legal Counsel

Commercial Director

Risk Manager

Treasury Manager

Company Secretary

Credit Manager

Compliance Officer

Corporate Finance Manager

Managing Director

Finance Manager

Legal Director

Business Development Director

Contract Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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