Shareholders Loan

A shareholder's Loan is a form of financing falling under the debt category, where the source of financing is the shareholders of the company, and that is why it is called so; this Loan is of subordinate level, wherein the repayment happens after all other liabilities are paid off, and even the interest payment is generally deferred as per the terms of the loan indenture.

• Shareholders Loan is another form of financing that the companies go for when they are at a very initial stage and can't afford bank loans or debt financing or may not be getting the same because of anything concrete to show off to the lenders. In such cases, shareholders also give out loans to the company at fixed interest terms and conditions apart from putting in share capital.
• We can consider it a hybrid form of financing, but the financing is in debt format. Interest is fixed but deferred. Repayment is subordinated to another debt financing, if any, but should be paid off before profit distribution to shareholders.
• Most times, it is the company that is the borrower; however, at times, it is also the shareholder who needs to borrow from the company. Although this is not considered the generic meaning of the term, it might be regarded as a negative shareholder loan from the company's perspective.

#1 - Working Capital

At times the companies require quick financing for their working capital requirements. For this reason, it may go into a shareholder's loan format because it needs regularly and that too at a snap of the fingers; otherwise, its day-to-day operations are hampered. An example is the loan agreement between eBay PRC Holdings (Bvi) Inc. and Tom Online Inc., dated December 20, 2006, as per the archives of SEC.

#2 - Business Operations

At times the purpose of the Loan is not specified because there isn't anyone particular use for the funds. For example, a company might need additional funds. Therefore instead of raising more equity, it prefers debt capital, and therefore instead of going to an outside lender, it asks for the same from its shareholders.

#3 - Expansion

After being confident about the current product line, a business may want to expand into a new geographical region or may wish to add another product line, so it might want to raise further funds. Again, a shareholder's Loan might be a more suitable option because, most times, it comes with lower strings attached; that is, the loan period is indefinite, or there might be no interest on the same. An example is the loan agreement between Kunekt Corporation and Mark Bruk, the sole shareholder of Kunekt, effective as of October 1, 2007, as per the archives of SEC.

#4 - Debt Refinancing

At times the company wants to pay off an old debt because it had taken at a higher rate of interest or more restrictive terms and conditions; for this purpose, it requires funds, and therefore it raises a shareholder's Loan, which it might be able to negotiate at a better rate or maybe at the current market rate, which is lower than the old rate. Still, the company doesn't want to wait longer to go to an external lender.

• Nature: A shareholder’s loan is a form of debt financing, while the capital contribution is equity financing. Therefore the loan doesn’t give the ownership right, rewards, and risks, while capital contribution does.
• Subordination: In any form of debt financing, the repayment and interest payment for a shareholder's Loan happens before equity holders. However, it is after other forms of liabilities. While the equity financer only has the residual right over the company's assets.
• Return:  Interest on the Loan is fixed and payable even if the company has losses, although it can be deferred as per the covenants of the loan document. The dividend on capital contribution is payable only if the company makes a profit. If there are growth opportunities, then profits might be plowed back instead of distributed as dividends.
• Restrictive Covenants: Equity financing doesn't impose restrictive covenants such as whether the company can take more debt or not, how much dividends it can pay out, or whether it can invest in riskier projects. However, a loan or debt financing does impose such restrictions.

• Below market loan:

• When the shareholder's Loan is at an interest rate lower than the market rate or the rate published by the Internal revenue Service (IRS), such a loan is known as a below-market loan.
• The difference between the interest paid and that it should be paid according to the market rate is considered an income for the company, and therefore it is taxable.
• However, the interest differential is not taxable if the loan amount is $10000 or lower.

• In case the shareholder borrows from the company, and if such a loan is repaid within one year, then it is not treated as income for the borrower, and therefore it is not taxed under the ordinary income head. However, if the repayment is delayed, then it has two negative consequences:
• It is taxed to the shareholder as an ordinary income.
  • The company is not allowed to consider the same salary; therefore, it can not expense it to the profit and loss account, so the tax on the profit is higher. So the same amount is taxed twice, and ultimately the shareholder, who owns the company, is paying this tax twice because it is directly cutting into his profits.

A shareholder's Loan is a quick and more flexible form of financing that the companies might raise if they cannot afford external debt or don't have the time to do so. Further, it is also a cheaper form as, at times, no interest is charged, and it acts as a long-term cushion when sanctioned for an indefinite period. However, the lender and borrower need to be cautious about its tax consequences and the formalities related to the same because the IRS keeps a close watch on such financing for an tax evasion practices.

This article has been a guide to Shareholder's Loan and its definition. Here we discuss how shareholders' loan is used along with their differences. You can learn more about it from the following articles –

• Shareholders Meeting
• Shareholder Structure
• Majority Shareholder
• Shareholders Agreement